0001693687 false Q1 2022 --12-31 false 0001693687 2022-01-01 2022-03-31 0001693687 2022-03-31 0001693687 2021-12-31 0001693687 2021-01-01 2021-03-31 0001693687 us-gaap:CommonStockMember 2021-12-31 0001693687 us-gaap:AdditionalPaidInCapitalMember 2021-12-31 0001693687 us-gaap:RetainedEarningsMember 2021-12-31 0001693687 us-gaap:CommonStockMember 2020-12-31 0001693687 us-gaap:AdditionalPaidInCapitalMember 2020-12-31 0001693687 us-gaap:RetainedEarningsMember 2020-12-31 0001693687 2020-12-31 0001693687 us-gaap:CommonStockMember 2022-01-01 2022-03-31 0001693687 us-gaap:AdditionalPaidInCapitalMember 2022-01-01 2022-03-31 0001693687 us-gaap:RetainedEarningsMember 2022-01-01 2022-03-31 0001693687 us-gaap:CommonStockMember 2021-01-01 2021-03-31 0001693687 us-gaap:AdditionalPaidInCapitalMember 2021-01-01 2021-03-31 0001693687 us-gaap:RetainedEarningsMember 2021-01-01 2021-03-31 0001693687 us-gaap:CommonStockMember 2022-03-31 0001693687 us-gaap:AdditionalPaidInCapitalMember 2022-03-31 0001693687 us-gaap:RetainedEarningsMember 2022-03-31 0001693687 us-gaap:CommonStockMember 2021-03-31 0001693687 us-gaap:AdditionalPaidInCapitalMember 2021-03-31 0001693687 us-gaap:RetainedEarningsMember 2021-03-31 0001693687 2021-03-31 0001693687 2016-12-07 2022-03-31 0001693687 MYSN:StockPurchaseAgreementMember 2021-03-10 0001693687 MYSN:WangXiChenMember MYSN:PromissoryNoteMember 2022-03-31 0001693687 MYSN:WangXiChenMember MYSN:PromissoryNoteMember 2021-10-01 0001693687 MYSN:WangXiChenMember MYSN:PromissoryNoteMember 2021-10-01 2021-10-01 0001693687 MYSN:WangXiChenMember MYSN:OnePromissoryNoteMember 2022-01-01 2022-01-02 0001693687 MYSN:WangXiChenMember MYSN:TwoPromissoryNoteMember 2022-01-01 2022-01-02 0001693687 MYSN:WangXiChenMember MYSN:OnePromissoryNoteMember 2022-01-02 0001693687 MYSN:WangXiChenMember MYSN:TwoPromissoryNoteMember 2022-01-02 0001693687 MYSN:WangXiChenMember MYSN:PromissoryNoteMember 2022-01-01 2022-03-31 0001693687 MYSN:ChunxiaJiangMember 2018-04-07 0001693687 MYSN:PearlDigitalInternationalLimitedMember MYSN:ChunxiaJiangMember 2021-03-09 2021-03-10 iso4217:USD xbrli:shares iso4217:USD xbrli:shares xbrli:pure

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

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

 

For the three months ended March 31, 2022

 

Commission file number 000-55738

 

MS YOUNG ADVENTURE ENTERPRISE, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   81-4679061

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

9169 W State St, #3147

Garden City, ID 83714

(Address of principal executive offices)

 

(208) 639 9860

(Registrant’s telephone number, including area code)

 

n/a

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

 

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   OTC Pink

 

Indicate by check mark whether the registrant (1) has 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 ☐

 

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, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

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

 

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

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

Yes ☐ No

 

Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date.

 

Class   Outstanding at March 31, 2022
Common Stock, par value $0.0001   6,731,667

 

Documents incorporated by reference: None

 

 

 

 

 

 

TABLE OF CONTENTS

 

  PART I - FINANCIAL INFORMATION  
     
ITEM 1. INTERIM FINANCIAL STATEMENTS 3
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 11
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 13
ITEM 4. CONTROLS AND PROCEDURES 14
     
  PART II - OTHER INFORMATION  
     
ITEM 1. LEGAL PROCEEDINGS 14
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES 14
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 14
ITEM 4. MINE SAFETY DISCLOSURES 14
ITEM 5. OTHER INFORMATION 14
ITEM 6. EXHIBITS 15
     
SIGNATURES 16

 

2

 

 

PART IFINANCIAL INFORMATION

 

ITEM 1. INTERIM FINANCIAL STATEMENTS

 

MS YOUNG ADVENTURE ENTERPRISE, INC.

Balance Sheets

 

    March 31     December 31  
    2022     2021  
    (unaudited)        
ASSETS                
Current assets                
Cash   $ -     $ -  
Total current assets     -       -  
Total assets   $ -     $ -  
                 
LIABILITIES AND STOCKHOLDERS’ DEFICIT                
Current liabilities                
Accounts payable   $ 5,595     $ 5,595  
Accrued interest     276       61  
Promissory note payable     43,750       29,406  
Total current liabilities     49,621       35,062  
                 
Stockholders’ deficit                
Preferred stock, $0.0001 par value; 20,000,000 shares authorized; none issued and outstanding at March 31, 2022, and 2021     -       -  
Common stock, $0.0001 par value; 100,000,000 shares authorized; 6,731,667 issued and outstanding at March 31, 2022, and 2021     673       673  
Additional paid-in capital     340,897       340,897  
Accumulated deficit     (391,191 )     (376,632 )
Total stockholders’ deficit     (49,621 )     (35,062 )
Total liabilities and stockholders’ deficit   $ -     $ -  

 

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

 

3

 

 

MS YOUNG ADVENTURE ENTERPRISE, INC.

Statements of Operations

(unaudited)

 

                 
    For the Three Months Ended  
    March 31  
    2022     2021  
             
Operating expenses   $ 14,344     $ -  
Operating loss     (14,344 )     -  
                 
Other income (expense)                
Interest expense     (215 )     -  
Impairment of assets     -       (66,173 )
Write off of accounts payables     -       28,000  
Total other income (expense)     (215 )     (38,173 )
                 
Loss before income taxes     (14,559 )     (38,173 )
Income tax expense     -       -  
Net loss   $ (14,559 )   $ (38,173 )
                 
Loss per share - basic and diluted   $ (0.00 )   $ (0.01 )
Weighted average shares - basic and diluted     6,731,667       6,731,667  

 

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

 

4

 

 

MS YOUNG ADVENTURE ENTERPRISE, INC.

Statements of Stockholders’ Equity (Deficit)

For the Three Months Ended March 31, 2022 and 2021

(unaudited)

 

    Shares     Amount     Capital     Deficit     (Deficit)  
    Common Stock     Additional Paid-in     Accumulated     Stockholders’ Equity  
    Shares     Amount     Capital     Deficit     (Deficit)  
                               
Balance, December 31, 2021     6,731,667     $ 673     $ 340,897     $ (376,632 )   $ (35,062 )
Net loss for the three months     -       -       -       (14,559 )     (14,559 )
                                         
Balance, March 31, 2022     6,731,667     $ 673     $ 340,897     $ (391,191 )   $ (49,621 )

 

    Common Stock     Additional Paid-in     Accumulated     Stockholders’ Equity  
    Shares     Amount     Capital     Deficit     (Deficit)  
                               
Balance, December 31, 2020     6,731,667     $ 673     $ 238,446     $ (308,992 )   $ (69,873 )
Forgiveness of debt     -       -       101,156       -       101,156  
Net loss for the three months     -       -       -       (38,173 )     (38,173 )
                                         
Balance, March 31, 2021     6,731,667     $ 673     $ 339,602     $ (347,165 )   $ (6,890 )

 

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

 

5

 

 

MS YOUNG ADVENTURE ENTERPRISE, INC.

Statements of Cash Flows

(unaudited)

 

                 
    For the Three Months Ended  
    March 31  
    2022     2021  
             
OPERATING ACTIVITIES                
Net loss   $ (14,559 )   $ (38,173 )
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     14,344       -  
Impairment of assets     -       66,173  
Changes in operating assets and liabilities:                
Accounts payable and accrued liabilities     215       -  
Net cash used in operating activities     -       -  
                 
FINANCING ACTIVITIES                
Cash retained by lender     -       (11,899 )
Net cash used in financing activities     -       (11,899 )
                 
Net change in cash     -       (11,899 )
                 
Cash, beginning of the period     -       11,899  
Cash, end of the period   $ -     $ -  
                 
SUPPLEMENTAL DISCLOSURES:                
Cash paid during the period for:                
Income tax   $ -     $ -  
Interest   $ -     $ -  

 

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

 

6

 

 

MS YOUNG ADVENTURE ENTERPRISE, INC.

Notes to Unaudited Financial Statements

For the Three Months Ended March 31, 2022

 

NOTE 1 - NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

NATURE OF OPERATIONS

 

MS Young Adventure Enterprise, Inc. (formerly “AllyMe Holding Inc,” and formerly “Rain Sound Acquisition Corporation”) (the “Company” or “MS Young”) was incorporated on December 7, 2016 under the laws of the state of Delaware. The Company engages in consulting services.

 

On November 13, 2017, the Company changed the Company’s name to AllyMe Holding Inc.

 

On August 6, 2019, the Company changed the Company’s name to MS Young Adventure Enterprise, Inc.

 

The Company was a marketing and management consulting company that provides advisory services to companies located in Asia for the purpose of facilitating the competitiveness of those companies in the international market. The Company offers a wide assortment of advisory services, ranging from business planning consulting services, mergers and acquisitions advising, and marketing services. As of the date of this report, the Company has signed few clients.

 

The outbreak of COVID19 coronavirus in China and Asia starting from the beginning of 2020 has resulted delay for our business. The Company followed the restrictive measures implemented in China, by suspending contacting clients or contacting clients remotely during February and March 2020. The Company gradually resumed contacting clients in person starting in April 2020. The recent developments of COVID 19 are expected to result in lower revenue and net income in 2020. Other financial impact could occur though such potential impact is unknown at this time.

 

On March 10, 2021 new management acquired control and has begun to implement a new business model.

 

On November 2, 2021, MS Young reported that it has entered the encryption industry with the beta launch of Forceshield Mail, a fully-featured secure e-mail service. ForceShield Mail (www.forceshieldmail.com) employs modern end-to-end encryption methods to ensure the privacy of users’ electronic communications, with an emphasis on accessibility and ease of use. The Company hopes to fill the growing demand for services that address the increasing need for Digital Privacy by developing and providing a suite of robust, easy-to-use solutions that will safeguard consumers’ private information.

 

On November 22, 2021, MS Young also announced the beta launch of ForceShield VPN, a state-of-the-art encrypted VPN service that seeks to achieve synergy with the Company’s prior product, ForceShield Mail, to provide users with robust protection against privacy intrusions and other cyber-related crimes.

 

BASIS OF PRESENTATION

 

The summary of significant accounting policies presented below is designed to assist in understanding the Company’s financial statements. These accounting policies conform to accounting principles generally accepted in the United States of America (“GAAP”) in all material respects and have been consistently applied in preparing the accompanying unaudited financial statements.

 

7

 

 

Certain information and footnote disclosures normally present in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) were omitted pursuant to such rules and regulations. The results for the three months ended March 31, 2022, are not indicative of the results to be expected for the year ending December 31, 2022.

 

USE OF ESTIMATES

 

The preparation of unaudited financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

 

CASH

 

Cash includes petty cash on hand and cash on deposit at banking institutions, which are liquid and are unrestricted as to withdrawal or use.

 

RECENT ACCOUNTING PRONOUNCEMENTS

 

Recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force) and the United States Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements.

 

REVENUE RECOGNITION

 

The Company adopted Accounting Standards Codification (“ASC”) 606. ASC 606, Revenue from Contracts with Customers, establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts to provide goods or services to customers. The core principle requires an entity to recognize revenue to depict the transfer of services to customers in an amount that reflects the consideration that it expects to be entitled to receive in exchange for those services recognized as performance obligations are satisfied.

 

The Company has assessed the impact of the guidance by performing the following five steps analysis:

 

Step 1: Identify the contract

Step 2: Identify the performance obligations

Step 3: Determine the transaction price

Step 4: Allocate the transaction price

Step 5: Recognize revenue

 

For the three months ended March 31, 2022 and 2021, the Company did not generate revenue.

 

INCOME TAXES

 

Under ASC 740, “Income Taxes,” deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized. As of March 31, 2022 and 2021, there were no deferred taxes due to the uncertainty of the realization of net operating loss or carry forward prior to expiration.

 

8

 

 

LOSS PER COMMON SHARE

 

Basic loss per common share excludes dilution and is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted loss per common share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the loss of the entity. As of March 31, 2022 and 2021, there are no outstanding dilutive securities.

 

FAIR VALUE OF FINANCIAL INSTRUMENTS

 

The Company follows ASC 825-10 guidance for accounting for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements on a recurring basis. Additionally, the Company adopted ASC 825-10 guidance for fair value measurement related to nonfinancial items that are recognized and disclosed at fair value in the financial statements on a nonrecurring basis. ASC 825-10 requires certain disclosures regarding the fair value of financial instruments. The ASC 825-10 guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level fair value hierarchy prioritizes the inputs used to measure fair value. The hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs.

 

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:

 

Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

 

Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

 

Level 3 inputs are unobservable inputs for the asset or liability.

 

The carrying amounts of financial assets such as cash, other receivable, accounts payable and accrued liabilities approximate their fair values because of the short maturity of these instruments.

 

NOTE 2 - GOING CONCERN

 

The Company has generated minimal revenue since inception to date and has sustained operating losses of $391,191 through the period ended March 31, 2022. As a result of the management and control changes, the Stock Purchase Agreement, signed on March 10, 2021 the Company the Company impaired all of its existing assets. That agreement also required the repayment of all existing liabilities, some of which activity is yet to be verified. These activities raise additional doubt about the Company’s ability to continue as a going concern. The Company’s continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations and/or obtaining additional financing from its members or other sources, as may be required.

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern; however, the above condition raises substantial doubt about the Company’s ability to do so. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.

 

In order to maintain its current level of operations, the Company will require additional working capital from either cash flow from operations or from the sale of its equity. However, the Company currently has no commitments from any third parties for the purchase of its equity. If the Company is unable to acquire additional working capital, it will be required to significantly reduce its current level of operations.

 

9

 

 

NOTE 3 - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

 

Accounts payable consists mainly of accrued professional fees. Amounts totaling $5,595 which were to be written off in accordance with the Stock Purchase Agreement of March 10, 2021 remain at March 31 2022 as their write off has not yet been verified.

 

Accrued interest consists solely of the interest incurred on the promissory notes bearing an interest of 3% per annum and issued to Wang Xi Chen for amounts paid on behalf of the Company. As of March 31, 2022 and December 31, 2021, the balance of accrued interest amounts $276 and $61, respectively.

 

NOTE 4 – PROMISSORY NOTES PAYABLE

 

Promissory notes payable mainly consists of expenses paid directly to the vendors by a non-related party. On October 1, 2021, the Company entered into a promissory note with Wang Xi Chen, a non-related party for the amount he paid on behalf of the company during the year of 2021 for the amount of $8,085. The note bears an interest of 3% per annum and mature on December 31, 2023. On January 1, 2022, the Company entered into two promissory notes with Wang Xi Chen for an amount of $17,691 and $3,630 that he paid on behalf of the Company during the year of 2021. Both note bear an interest of 3% per annum and mature on December 31, 2023. On March 31, 2022, the Company entered into a promissory note with Wang Xi Chen for an amount of $14,344 that he paid on behalf of the Company during the three months ended March 31, 2022. The note bears an interest of 3% per annum and mature on December 31, 2023.

 

As of March 31, 2022 and December 31, 2021, the balance of promissory notes payable amounts $43,750 and $29,406, respectively.

 

NOTE 5 - STOCKHOLDERS’ EQUITY (DEFICIT)

 

The Company is authorized to issue 100,000,000 shares of common stock and 20,000,000 shares of preferred stock.

 

There is no preferred stock issued and outstanding as of March 31, 2022 and December 31, 2021.

 

On April 7, 2018, prior CEO Zilin Wang transferred all of his 6,000,000 shares of Common Stock of the Company to Chunxia Jiang in a private transaction. The shares represented 92.3% of the issued and outstanding shares of the Company on April 7, 2018 and thereby constituted a change of control of the Company. Simultaneously, Zilin Wang resigned all of his positions with the Company which were immediately assumed by Chunxia Jiang.

 

On March 10, 2021 Chunxia Jiang, in a private transaction sold 6,010,000 common shares to, Pearl Digital International Limited, constituting a change in control.

 

NOTE 6 - SUBSEQUENT EVENT

 

No events have occurred subsequent to the balance sheet date and through the date of this filing that would require adjustment to or disclosure in the financial statements.

 

10

 

 

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

 

FORWARD LOOKING STATEMENTS

 

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

 

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.

 

On March 10, 2021, Chunxia Jiang sold his 6,010,000 common shares to Pearl Digital International, Limited and resigned from all positions as an officer and director. Mr. Fu Yong Nan was appointed as Chief Executive Officer, Chief Financial Officer, Secretary and sole Director.

 

Business

 

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. The new management is developing a new direction and business model.

 

Loan from a related party

 

Prior to the fiscal year ended December 31, 2019, professional fees were paid on behalf of a Company by a former shareholder, Zilin Wang. These payments were due on demand, interest free, and without collateral. The amount of these prior advances are included in Other Payable on the Company’s Balance Sheets as of December 31, 2019. Zilin Wang ceased to be a related party as of the year ended December 31, 2019. The March 10, 2021 Share Purchase Agreement required that the existing corporate debts be repaid, in full. In lieu of proof of payment, the debt holder has furnished a complete and total release.

 

11

 

 

Results of Operations

 

Three Months Ended March 31, 2022 Compared to March 31, 2021

 

During the three months ended March 31, 2022 and 2021, we had no revenue. The Stock Purchase Agreement required that the $66,173 of assets be fully impaired and that all liabilities be paid. Accounts payable totaling $28,000 were confirmed as paid and the loan payable of $101,156 was forgiven. Operating expenses incurred during the three months ended March 31, 2022 was $14,344 compared to $0 during that three months period ended March 31, 2021.

 

We recorded a net loss of $14,559 for the three months ended March 31,2022 as compared with a net loss of $38,173 for the three months ended March 31, 2021, due primarily to impairments as determined by the March 10, 2021 Stock Purchase Agreement.

 

Liquidity and Capital Resources

 

As of March 31, 2022, we had no assets and a negative working capital of $49,624 and an accumulated stockholders’ deficit of $391,191. Our operating activities during the three months ended March 31, 2022 were limited and because the March 10, 2021 Stock Purchase Agreement used $66,173 of asset impairment less $28,000 in verifiable accounts payable forgiveness in non-cash activity. Our operations used $0 cash in the three months ended March 31, 2022. Revenue during each of the three month periods ending March 31, 2022 and 2021 was nil.

 

Although the Company had no cash on hand on March 31, 2022, management believes that the Company will be able to provide sufficient cash to fund all the Company’s obligations and commitments 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.

 

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.

 

12

 

 

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.

 

Plan of Operations

 

The Company intends to focus on a new business model which was implemented during the third quarter of 2021.

 

Currently, these efforts are being funded by current management through the proceeds of the Company’s private placements and loans from management. Management of the Company believes that having a trading market for the Company’s common stock will make other sources of financing available and assist it in engaging with larger potential clients.

 

There is no assurance that the Company’s activities will generate sufficient revenues to sustain its operations without additional capital, or if additional capital is needed, that such funds, if available, will be obtainable on terms satisfactory to the Company. Accordingly, given the Company’s limited cash and cash equivalents on hand, the Company will be unable to implement its business plans and proposed operations unless it obtains additional financing or otherwise is able to generate revenues and profits. The Company may raise additional capital through sales of debt or equity, obtain loan financing or develop and consummate other alternative financial plans. In the near term, the Company plans to rely on its primary stockholder to continue his commitment to fund the Company’s continuing operating requirements. Management anticipates that the Company will require a minimum of $100,000 for the next 12 months to fund its operations, which will be used to fund expenses related to operations, office supplies, travel, salaries and other incidental expenses. Management believes that this capital would allow the Company to meet its operating cash requirements and would facilitate the Company’s business of providing management consulting services. Management also believes that the acquisition of such assets would generate revenue to cover overhead cost and general liabilities of the Company and allow the Company to achieve overall sustainable profitability.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

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

 

13

 

 

ITEM 4. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act), as of September 30, 2020. Based on this evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures are not effective to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that our disclosure and controls are not designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 

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; (3) ineffective controls over period end financial disclosure and reporting processes and (4) lack of timely communications with vendors and proper accrual of expenses.

 

Management believes that the material weaknesses set forth in items (2), (3) and (4) 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.

 

Changes in Internal Control over Financial Reporting

 

There were no changes (including corrective actions with regard to significant deficiencies or material weaknesses) in our internal controls over financial reporting that occurred during the three months ended March 31, 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

PART II - OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

There are no legal proceedings which are pending or have been threatened against us or any of our officers, directors or control persons of which management is aware.

 

ITEM 1A. RISK FACTORS

 

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 2. UNREGISTERED SALES OF EQUITY SECURITIES

 

Except as may have previously been disclosed on a current report on Form 8-K or a quarterly report on Form 10-Q, we have not sold any of our securities in a private placement transaction or otherwise during the past three years.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

Not applicable.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

None.

 

ITEM 5. OTHER INFORMATION

 

None.

 

14

 

 

ITEM 6. EXHIBITS

 

Exhibit    
No.   Description
     
31.1   Certification of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
31.2   Certification of Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
32.1   Certification of Principal Executive Officer and Principal Financial Officer furnished 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 Document
101.CAL   Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF   Inline XBRL Taxonomy Extension definition Linkbase Document
101.LAB   Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE   Inline XBRL Taxonomy Extension Presentation Linkbase Document
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

15

 

 

SIGNATURES

 

In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

 

  MS YOUNG ADVENTURE ENTERPRISE, INC.
     
Date: May 4, 2022 By /s/ Fu Yong Nan
    Fu Yong Nan
    Director, CEO, CFO, and Secretary

 

16

 

MS Young Adventure Enter... (PK) (USOTC:MSYN)
Historical Stock Chart
From Jun 2022 to Jul 2022 Click Here for more MS Young Adventure Enter... (PK) Charts.
MS Young Adventure Enter... (PK) (USOTC:MSYN)
Historical Stock Chart
From Jul 2021 to Jul 2022 Click Here for more MS Young Adventure Enter... (PK) Charts.