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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K/A

 

Annual Report Pursuant to Section 13 or 15(D) of the Securities Exchange Act of 1934

 

for the fiscal year ended December 31, 2021

 

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.)
     
 9169 W State St #3147 Garden City, ID   83714
(Address of principal executive offices)   (Zip Code)

 

Issuer’s telephone number, including area code: (208) 639-9860

 

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

 

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

 

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 ☒ 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 has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes☒ No ☐

 

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 ☐ (Do not check
if a smaller reporting company)
  Smaller Reporting Company

Emerging Growth Company

           

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

 

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

 

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, 2021)—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 (February 18, 2022): 6,731,667

 

Documents incorporated by reference: None.

 

 

 

 

 

 

Explanatory Note

 

This Amendment to Annual Report for year ending December 31, 2021 is being filed solely for the purpose of updating the company’s correct address and phone number. The issuer incorrectly included the previous contact information of the company in the filing. No other changes have been made to the original filing of the Annual Report.

 

 

 

 

TABLE OF CONTENTS

 

PART I  
     
ITEM 1. BUSINESS 4
ITEM 1A. RISK FACTORS 5
ITEM 1B. UNRESOLVED STAFF COMMENTS 5
ITEM 2. PROPERTIES 5
ITEM 3. LEGAL PROCEEDINGS 6
ITEM 4. MINE SAFETY DISCLOSURES 6
     
PART II  
     
ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 6
ITEM 6. SELECTED FINANCIAL DATA 7
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION 7
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 10
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 10
ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSURE 11
ITEM 9A CONTROLS AND PROCEDURES 11
ITEM 9B. OTHER INFORMATION 13
     
PART III  
     
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 13
ITEM 11. EXECUTIVE COMPENSATION 14
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 15
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE 15
ITEM 14 PRINCIPAL ACCOUNTING FEES AND SERVICES 16
     
PART IV  
     
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES 17
     
SIGNATURES 18

 

2

 

 

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.

 

3

 

 

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 a 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.

 

On March 10, 2021, Chunxia Jiang entered into a stock purchase agreement for the sale of 6,000,000 shares of common stock of the Company to Pearl Digital International Limited, an accredited investor, and resigned from all executive officer positions with the Company, including Chief Executive Officer and President, and as a member of the Board. Simultaneously, Mr. Fu Yong Nan was appointed as Chief Executive Officer, Chief Financial Officer, Secretary and sole Director.

 

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.

 

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.

 

4

 

 

Risks and Uncertainties facing the Company

 

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.

 

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.

 

The Company also entered the encryption industry with its products Forceshield Mail, a fully-featured secure email service and ForceShield VPN, a state-of-the-art encrypted VPN service. The e-mail encryption industry is a highly-competitive one. The major players in this industry include Trend Micro, Cisco, Sophos, Zoho Mail and BAE Systems. We are in competition with these firms, as well as numerous others that may have financial, operational, technical and marketing resources that exceed our own. Competitive factors include the level of technical expertise and experience, industry reputation, quality and level of services provided, price, geographic presence, dependability, and level of customer support. 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, 2021, the Company had no 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, 2021, the Company did not own or lease any properties.

 

5

 

 

ITEM 3. LEGAL PROCEEDINGS

 

As of December 31, 2021, 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, 2021, we had a total of 6,731,667 shares of our common stock outstanding. 6,000,000 of these shares are currently held by Pearl Digital International Limited, who is the majority shareholder. 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.

 

6

 

 

Recent Sales of Unregistered Securities

 

On March 10, 2021, Chunxia Jiang entered into a stock purchase agreement for the sale of 6,000,000 shares of common stock of the Company to Pearl Digital International Limited.

 

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:

 

    12/31/21     12/31/20  
Revenues   $ -     $ 32,000  
Net Loss   $ (67,640 )   $ (41,973 )
Net Loss Per Share, Basic and Diluted   $ (0.01 )   $ (0.02 )
Weighted Average No. Shares, Basic and Diluted     6,731,667       6,731,667  
Stockholders’ Equity (Deficit)   $ (36,357 )   $ (6,420 )
Total Assets   $ -     $ 129,626  
Total Liabilities   $ 36,357     $ 136,046  

 

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

 

This Management’s Discussion and Analysis of Financial Condition and Results of Operations contain certain forward-looking statements. Historical results may not indicate future performance. Our forward-looking statements reflect our current views about future events; are based on assumptions and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those contemplated by these statements. Factors that may cause differences between actual results and those contemplated by forward-looking statements include, but are not limited to, those discussed herein. We undertake no obligation to publicly update or revise any forward-looking statements, including any changes that might result from any facts, events, or circumstances after the date hereof that may bear upon forward-looking statements. Furthermore, we cannot guarantee future results, events, levels of activity, performance, or achievements

 

Basis of Presentation

 

The accompanying financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”).

 

Forward-Looking Statements

 

Statements in this management’s discussion and analysis of financial condition and results of operations contain certain forward-looking statements. To the extent that such statements are not recitations of historical fact, such statements constitute forward looking statements which, by definition, involve risks and uncertainties. Where in any forward-looking statements, if we express an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the statement of expectation or belief will result or be achieved or accomplished.

 

7

 

 

Factors that may cause differences between actual results and those contemplated by forward-looking statements and are not limited to the following:

 

  the unprecedented impact of COVID-19 pandemic on our business, customers, employees, subcontractors, consultants, service providers, stockholders, investors and other stakeholders;
  general market and economic conditions;
  our ability to acquire customers;
  our ability to meet the volume and service requirements of our customers;
  industry consolidation, including acquisitions by us or our competitors;
  success in developing new products;
  timing of our new product introductions;
  new product introductions by competitors;
  the ability of competitors to more fully leverage low-cost geographies for manufacturing or distribution;
  product pricing, including the impact of currency exchange rates;
  effectiveness of sales and marketing resources and strategies;
  adequate manufacturing capacity and supply of components and materials;
  strategic relationships with suppliers;
  product quality and performance;
  protection of our products and brand by effective use of intellectual property laws;
  the financial strength of our competitors;
  the outcome of any future litigation or commercial dispute;
  barriers to entry imposed by competitors with significant market power in new markets; and
  government actions throughout the world.

 

You should not rely on forward-looking statements in this document. This management’s discussion contains forward looking statements that involve risks and uncertainties. We use words such as “anticipates,” “believes,” “plans,” “expects,” “future,” “intends,” and similar expressions to identify these forward-looking statements. Prospective investors should not place undue reliance on these statements, which apply only as of the date of this document. Our actual results could differ materially from those anticipated in these forward-looking statements.

 

Critical Accounting Policies and Estimates

 

The following discussions are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States.

 

Going Concern Considerations

 

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, which contemplate continuation of our Company as a going concern. We currently have no revenues, have incurred net losses, and have an accumulated deficit of $376,632 as of December 31, 2021. The continuation of our Company as a going concern is dependent upon our ability to raise equity or debt financing, and the attainment of profitable operations from our encryption services. There are no assurances that we will be successful in obtaining sufficient capital to continue as a going concern. If our working capital needs are not met and we are unable to obtain adequate capital, we could be forced to cease operations.

 

8

 

 

Use of Estimates and Assumptions

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

 

Recently Issued Accounting Standards

 

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position and result of operations.

 

Trends and Uncertainties

 

Demand for our products is dependent on general economic conditions, which are cyclical in nature. Because a major portion of our activities are the receipt of revenues from our services and products, our business operations may be adversely affected by competitors and prolonged recessionary periods.

 

There are no other known trends, events or uncertainties that have, or are reasonably likely to have, a material impact on our short-term or long-term liquidity. Sources of liquidity will come from the sale of our products and services. There are no material commitments for capital expenditure at this time. There are no trends, events or uncertainties that have had or are reasonably expected to have a material impact on the net sales or revenues or income from continuing operations. There are no significant elements of income or loss that do not arise from the registrant’s continuing operations. There are no other known causes for any material changes from period to period in one or more line items of our financial statements.

 

Impact of COVID-19

 

During the year 2020, the effects of a new coronavirus (“COVID-19”) and related actions to attempt to control its spread began to impact our business. The impact of COVID-19 on our operating results for the year ended December 31, 2021 was limited, in all material respects, due to the government mandated numerous measures, including closures of businesses, limitations on movements of individuals and goods, and the imposition of other restrictive measures, in its efforts to mitigate the spread of COVID-19 within the country.

 

On March 11, 2020, the World Health Organization designated COVID-19 as a global pandemic. Governments around the world have mandated, and continue to introduce, orders to slow the transmission of the virus, including but not limited to shelter-in-place orders, quarantines, significant restrictions on travel, as well as work restrictions that prohibit many employees from going to work. Uncertainty with respect to the economic effects of the pandemic has introduced significant volatility in the financial markets.

 

Results of Operations

 

Year Ended December 31, 2021 compared to December 31, 2020

 

The following table summarizes the results of our operations during the fiscal years ended December 31, 2021 and 2020, 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   12/31/21     12/31/20     Increase
(Decrease)
    Percentage
Increase
(Decrease)
 
                         
Revenues   $ -     $ 32,000     $ (32,000 )     (100.0 )%
Operating expenses     67,579       129,181       (61,602 )     (47.7 )%
Other expense     61       -       61       Inf.  
Net loss     (67,640 )     (105,426 )     (37,786 )     (35.8 )%
Loss per share of common stock     (0.01 )     (0.02 )     0.01       100.0 %

 

During the year ended December 31, 2021, we had revenues of $0, compared to revenues of $32,000 for the year ended December 31, 2020, a decrease of $32,000. The decrease was mainly attributable to decreased business.

 

Operating expenses totaled $67,579 for the year ended December 31, 2021, compared to $129,181 for the year ended December 31, 2020, a decrease of $61,602. The decrease is mainly due to a lower level of operations during the year ended December 31, 2021. We recorded a net loss of $67,640 for the fiscal year ended December 31, 2021 as compared with a net loss of $105,426 for the fiscal year ended December 31, 2020 due primarily to a lower level of operations.

 

Liquidity and Capital Resources

 

As of December 31, 2021, we had total assets of $0, negative working capital of $36,357 and an accumulated stockholders’ deficit of $376,632. Our operating activities used $0 in cash for the fiscal year ended December 31, 2021, while our operations used $50,320 cash in the fiscal year ended December 31, 2020. Our revenues were $0 in the fiscal year ended December 31, 2021 compared to revenues of $32,000 in the fiscal year ended December 31, 2020.

 

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.

 

In the year ended December 31, 2020, the Company made loan repayments to a related party in the amount of $4,500.

 

9

 

 

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, 2021 and 2020 and the reports thereon of BFBorgers CPA PC.

 

10

 

 

Report of Independent Registered Public Accounting Firm (PCAOB ID 5041)

To the shareholders and the board of directors of 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, 2021 and 2020, the related statements of operations, stockholders’ equity (deficit), and cash flows for the years then ended, and the related notes (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, 2021 and 2020, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States. 

 

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

 

 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’s minimal activities raise substantial doubt about its ability to continue as a going concern. 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 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 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 provides a reasonable basis for our opinion.

 

/s/ BF Borgers CPA PC

BF Borgers CPA PC

 

We have served as the Company’s auditor since 2020

Lakewood, CO

February 23, 2022

 

F- 1

 

 

MS YOUNG ADVENTURE ENTERPRISE, INC.

Balance Sheets

 

             
    December 31  
    2021     2020  
             
ASSETS                
Current assets                
Cash   $ -     $ 11,899  
Accounts receivable     -       16,000  
Other receivable, net     -       38,274  
Total current assets     -       66,173  
Total assets   $ -     $ 66,173  
                 
LIABILITIES AND STOCKHOLDERS’ DEFICIT                
Current liabilities                
Accounts payable   $ 5,595     $ 33,595  
Accrued interest     61       -  
Promissory note payable     29,406       -  
Due to related party     -       102,451  
Total current liabilities     35,062       136,046  
                 
Stockholders’ deficit                
Preferred stock, $0.0001 par value; 20,000,000 shares authorized; none issued and outstanding at December 31, 2021, and 2020     -       -  
Common stock, $0.0001 par value; 100,000,000 shares authorized; 6,731,667 issued and outstanding at December 31, 2021, and 2020     673       673  
Additional paid-in capital     340,897       238,446  
Accumulated deficit     (376,632 )     (308,992 )
Total stockholders’ deficit     (35,062 )     (69,873 )
Total liabilities and stockholders’ deficit   $ -     $ 66,173  

 

(The accompanying notes are an integral part of these financial statements)

 

F- 2

 

 

MS YOUNG ADVENTURE ENTERPRISE, INC.

Statements of Operations

 

             
    For the years ended December 31  
    2021     2020  
             
Revenue   $ -     $ 32,000  
Cost of revenue     -       8,245  
Gross profit     -       23,755  
                 
Operating expenses     67,579       129,181  
                 
Operating loss     (67,579 )     (105,426 )
                 
Other income (expense)                
Interest expense     (61 )     -  
Total other income (expense)     (61 )     -  
                 
Loss before income taxes     (67,640 )     (105,426 )
Income tax expense     -       -  
Net loss   $ (67,640 )   $ (105,426 )
                 
Loss per share - basic and diluted   $ (0.01 )   $ (0.02 )
Weighted average shares - basic and diluted     6,731,667       6,731,667  

 

(The accompanying notes are an integral part of these financial statements)

 

F- 3

 


 

MS YOUNG ADVENTURE ENTERPRISE, INC.

Statements of Stockholders’ Equity (Deficit)

For the Years Ended December 31, 2021 and 2020

 

                               
    Common Stock     Additional     Accumulated     Stockholders’  
    Shares     Amount     Paid-in Capital     Deficit     Equity (Deficit)  
                               
Balance, December 31, 2020     6,731,667     $ 673     $ 238,446     $ (308,992 )   $ (69,873 )
Forgiveness of debt     -       -       102,451       -       102,451  
Net loss     -       -       -       (67,640 )     (67,640 )
                                         
Balance, December 31, 2021     6,731,667     $ 673     $ 340,897     $ (376,632 )   $ (35,062 )

 

    Common Stock     Additional     Accumulated     Stockholders’  
    Shares     Amount     Paid-in Capital     Deficit     Equity (Deficit)  
                               
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 )

 

(The accompanying notes are an integral part of these financial statements)

 

F- 4

 

 

MS YOUNG ADVENTURE ENTERPRISE, INC.

Statements of Cash Flows

 

             
    For the years ended December 31  
    2021     2020  
             
OPERATING ACTIVITIES                
Net loss   $ (67,640 )   $ (105,426 )
Non-cash adjustments to reconcile net loss to net cash:                
Accounts payable paid by third party     (28,000 )     -  
Overhead paid directly to vendors by third party     29,406       -  
Overhead paid directly to vendors by related party     (102,451 )     -  
Impairment of assets     66,173       -  
Forgiveness of debt     102,451       -  
Bad debt expenses     -       63,453  
Changes in operating assets and liabilities:                
Account receivable     -       (16,000 )
Other receivable     -       (10,018 )
Accounts payable and accrued liabilities     61       17,508  
Other payable     -       163  
Net cash used in operating activities     -       (50,320 )
                 
INVESTING ACTIVITIES                
Net proceeds loaned to a related party     -       4,500  
Net cash provided by investing activities     -       4,500  
                 
FINANCING ACTIVITIES                
Cash retained by lender     (11,899 )     -  
Net cash used in financing activities     (11,899 )     -  
                 
Net change in cash     (11,899 )     (45,820 )
                 
Cash, beginning of the period     11,899       57,719  
Cash, end of the period   $ -     $ 11,899  
                 
SUPPLEMENTAL DISCLOSURES:                
Cash paid during the period for:                
Income tax   $ -     $ -  
Interest   $ -     $ -  

 

(The accompanying notes are an integral part of these financial statements)

 

F- 5

 

 


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 financial statements.

 

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.

 

F- 6

 

 

ACCOUNTS RECEIVABLE

 

Accounts receivables 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. $0 and $0 are amounts that are not covered by FDIC insurance as of December 31, 2021 and 2020, respectively. These receivables are due on demand, interest free, and without collateral. The Company estimated the uncollectable amount and wrote off $0 and $42,099 as bad debt for the year ended December 31, 2021 and 2020.

 

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 years ended December 31, 2021 and 2020, 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.

 

F- 7

 

 

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.

 

NOTE 2 - GOING CONCERN

 

The Company has generated minimal revenue since inception to date and has sustained operating losses of $376,632 through the year ended December 31, 2021. As a result of the management and control changes, the Stock Purchase Agreement, signed on March 10, 2021 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.

 

F- 8

 

 

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 amount to $0 and $16,000 as of December 31, 2021, and 2020, respectively. 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. There were no receivables on December 31, 2021. The Company estimated the uncollectable amount and reserved $63,453 as allowance for other receivable for the year ended December 31, 2020.

 

NOTE 5 - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

 

Accounts payable and accrued liabilities mainly are 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 December 31, 2021 as their write off has not yet been verified.

 

NOTE 6 – NOTE PAYABLES

 

Note 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. Subsequent to the year ended December 31, 2021, on January 1, 2022, the Company entered into two promissory note 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% and mature on December 31, 2023. As of December 31, 2021 and 2020, the balance of note payable amounts $29,406 and $0, respectively.

 

NOTE 7 - RELATED PARTIES

 

Loan from a related party

 

As of December 31, 2021 and 2020, the related party payable amounts $0 and $102,451. The unpaid portion of the related party loan, which had been entered into on December 1, 2018 and amended on February 28, 2019 was, by virtue of the Stock Purchase Agreement, forgiven and the balance, of $101,156, was written off as of March 10, 2021. On March 10, 2021 in connection with the change in control, the prior CEO has waived the related party payable to him for the amount of $1,295.

 

NOTE 8 - 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, 2021 and 2020.

 

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 9 - SUBSEQUENT EVENT

 

On January 1, 2022, the Company entered into two promissory note with Wang Xi Chen, a non-related party for the amount he paid on behalf of the company during the year ended December 31, 2021 of $17,691 and 3,630. Both note bears an interest of 3% per annum and mature on December 31, 2023.

 

F- 9

 

 

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.

 

11

 

 

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, 2019.

 

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.

 

12

 

 

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 and all positions and offices that he held with us, the period during which he has served as such, and his business experience during at least the last five years.

 

Name   Positions Held
     
Fu Yong Nan  

Chief Executive Officer, Chief Financial

Officer, Secretary, and Sole Director since

March 10, 2021

 

Fu Yong Nan. Fu Yong Nan has been the Senior Vice-President – Finance of Guangxi Sanhuan Enterprise Group Holding Co., Ltd. since June 2013. Mr. Fu earned a Bachelor of Science in Financial Management from Guangxi University of Science and Technology in 1990, and a Master’s Degree in Banking and Finance from Guangxi University in 1993.

 

13

 

 

Fu Yong Nan devotes approximately 25% of his business time to the affairs of the Company. The time Mr. Fu Yong Nan 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 Mr. Fu Yong Nan, 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, 2021 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 Mr. Fu Yong Nan is our only officer and our sole director, therefore, he 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 Mr. Fu Yong Nan serves as the sole director and sole officer, he is responsible for reviewing his 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, Fu Yong Nan, does not receive any compensation for the services he 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. Mr. Fu Yong Nan may receive a salary or other compensation for services that he 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.

 

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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 February 18, 2022 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)

 
Pearl Digital International Limited     6,000,000       89.1 %
717 Fulin Hotel, 1805 Heping Road, Luohu,                
Shenzhen, China 518000                
                 
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 February 18, 2022. All percentages for common stock are calculated based upon a total of 6,731,667 shares outstanding as of February 18, 2022, 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 February 18, 2022.

 

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.

 

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Director Independence

 

As of December 31, 2021, Fu Yong Nan was the sole director of the Company. Mr. Fu Yong Nan 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, BFBorgers CPA PC was $[8000] for professional services rendered for the audit of our annual financial statements for the fiscal year ended December 31, 2021 and 2020.

 

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, 2021 or 2020.

 

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, 2021 and 2020, 100% of audit-related services, tax services and other services performed by our independent auditors were pre-approved by our board of directors.

 

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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 years ended December 31, 2021 and 2020.
     
  Balance Sheets as of December 31, 2021 and 2020 (audited)
     
  Statements of Operations for the years ended December 31, 2021 and 2020 (audited)
     
  Statements of Changes in Stockholders’ Equity for the period from December 31, 2019 to December 31, 2021 (audited)
     
  Statements of Cash Flows for the years ended December 31, 2021 and 2020 (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.

 

Exhibit No.   Identification of Exhibit
     
31.1.   Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
31.2.   Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
32.1   Certification of Officers pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
     
101.INS   Inline XBRL Instance Document
     
101.SCH   Inline XBRL Taxonomy Extension Schema
     
101.CAL   Inline XBRL Taxonomy Extension Calculation Linkbase
     
101.DEF   Inline XBRL Taxonomy Extension Definition Linkbase
     
101.LAB   Inline XBRL Taxonomy Extension Label Linkbase
     
101.PRE   Inline XBRL Taxonomy Extension Presentation Linkbase
     
104   Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

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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/ Fu Yong Nan
    Fu Yong Nan
    Sole Director, Chief Executive Officer, Chief Financial Officer and Principal Accounting Officer

 

  Date: March 1, 2022

 

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/ Fu Yong Nan
    Fu Yong Nan
    Sole Director, Chief Executive Officer, Chief Financial Officer and Principal Accounting Officer

 

  Date: March 1, 2022

 

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