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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 nine months ended September 30, 2021

 

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)

 

MS Young Adventure Enterprise, Inc.

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 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 September 30, 2021
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 OF OPERATIONS AND FINANCIAL CONDITION 10
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 12
ITEM 4. CONTROLS AND PROCEDURES 13
     
  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

 

             
    September 30     December 31  
    2021     2020  
    (unaudited)        
ASSETS                
                 
Current assets                
Cash   $ -     $ 11,899  
Account 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  
Other payable     8,085       101,156  
Due to related party     4,925       1,295  
Total current liabilities     18,605       136,046  
                 
Stockholders’ deficit                
Preferred stock, $0.0001 par value; 20,000,000 shares authorized; none issued and outstanding at September 30, 2021 and December 31, 2020                
Common stock, $0.0001 par value; 100,000,000 shares authorized; 6,731,667 issued and outstanding at September 30, 2021 and December 31, 2020 , respectively     673       673  
Additional paid-in capital     339,602       238,446  
Accumulated deficit     (358,880 )     (308,992 )
Total stockholders’ deficit     (18,605 )     (69,873 )
                 
Total liabilities and stockholders’ deficit   $ -     $ 66,173  

 

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

 

3
 

 

MS YOUNG ADVENTURE ENTERPRISE, INC.

Statements of Operations

(unaudited)

 

    2021     2020     2021     2020  
    For the Three Months Ended     For the Nine Months Ended  
    September 30     September 30  
    2021     2020     2021     2020  
                         
Revenue   $ -     $ 2,000     $ -     $ 9,500  
Cost of revenue     -       -       -       -  
Gross profit     -       2,000       -       9,500  
                                 
Operating expenses     8,085       8,555       49,888       43,505  
Operating loss     (8,085 )     (6,555 )     (49,888 )     (34,005 )
                                 
Loss before income taxes     (8,085 )     (6,555 )     (49,888 )     (34,005 )
Income tax expense     -       -       -       -  
Net loss   $ (8,085 )   $ (6,555 )   $ (49,888 )   $ (34,005 )
                                 
Loss per share - basic and diluted   $ (0.00 )   $ (0.00 )   $ (0.01 )   $ (0.01 )
Weighted average shares - basic and diluted     6,731,667       6,731,667       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 Stockeholders’ Equity (Deficit)

For the Nine and Three Months Ended September 30, 2021 and 2020

(unaudited)

 

    Shares     Amount     Paid in Capital     Deficit     Equity (Deficit)  
    Common Stock     Additional     Accumulated     Stockholders’  
    Shares     Amount     Paid in Capital     Deficit     Equity (Deficit)  
                               
Balances, December 31, 2020     6,731,667     $ 673     $ 238,446     $ (308,992 )   $ (69,873 )
Foregiveness of debt by lender     -       -       101,156       -       101,156  
Net loss for the nine months     -       -       -       (49,888 )     (49,888 )
                                         
Balances, September 30, 2021     6,731,667     $ 673     $ 339,602     $ (358,880 )   $ (18,605 )

 

    Common Stock     Additional     Accumulated     Stockholders’  
    Shares     Amount     Paid in Capital     Deficit     Equity (Deficit)  
                               
Balances, December 31, 2019     6,731,667     $ 673     $ 238,446     $ (203,566 )   $ 35,553  
Net loss for the nine months     -       -       -       (34,005 )   $ (34,005 )
                                         
Balances, September 30, 2020     6,731,667     $ 673     $ 238,446     $ (237,571 )   $ 1,548  

 

    Common Stock     Additional     Accumulated     Stockholders’  
    Shares     Amount     Paid in Capital     Deficit     Equity (Deficit)  
                               
Balances June 30, 2021     6,731,667     $ 673     $ 339,602     $ (350,795 )   $ (10,520 )
Net loss for the three months     -       -       -       (8,085 )     (8,085 )
                                         
Balances, September 30, 2021     6,731,667     $ 673     $ 339,602     $ (358,880 )   $ (18,605 )

 

    Common Stock     Additional     Accumulated     Stockholders’  
    Shares     Amount     Paid in Capital     Deficit     Equity (Deficit)  
                               
Balances, June 30, 2020     6,731,667     $ 673     $ 238,446     $ (231,016 )   $ 8,103  
Net loss for the three months     -       -       -       (6,555 )     (6,555 )
                                         
Balances, September 30, 2020     6,731,667     $ 673     $ 238,446     $ (237,571 )   $ 1,548  

 

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

 

5
 

 

MS YOUNG ADVENTURE ENTERPRISE, INC.

Statements of Cash Flows

(unaudited)

 

    2021     2020  
    For the nine months ended  
    September 30  
    2021     2020  
OPERATING ACTIVITIES                
Net loss   $ (49,888 )   $ (34,005 )
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     8,085       -  
Overhead paid directly to vendors by related party     3,630          
Impairment of assets     66,173       -  
Changes in Operating Assets and Liabilities:                
Other receivable     -       (10,017 )
Accounts payable and accrued liabilities     -       (3,992 )
                 
Net cash used in operating activities     -       (43,351 )
                 
FINANCING ACTIVITIES                
Cash retained by lender     (11,899 )     -  
Net cash provided by financing activities     (11,899 )     -  
                 
Net decrease in cash     (11,899 )     (43,351 )
                 
Cash, beginning of period     11,899       57,719  
Cash, end of period   $ -     $ 14,368  
                 
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 Nine Months Ended September 30, 2021

 

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.

 

BASIS OF PRESENTATION

 

The summary of significant accounting policies presented below is designed to assist in understanding the Company’s condensed financial statements. Such condensed financial statements and accompanying notes are the representations of the Company’s management, who are responsible for their integrity and objectivity. 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. In the opinion of management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of the unaudited condensed financial statements have been included.

 

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 nine months ended September 30, 2021 are not indicative of the results to be expected for the year ending December 31, 2021.

 

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.

 

7
 

 

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.

 

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 September 30, 2021 and December 31, 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 nine months ended September 30, 2021 and the year ended December 31, 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.

 

NOTE 2 - GOING CONCERN

 

The Company has generated minimal revenue since inception to date and has sustained operating losses of $358,880 through the period ended September 30, 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.

 

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 – 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 September 30, 2021. The Company estimated the uncollectable amount and reserved $63,453 as allowance for other receivable for the year ended December 31, 2020.

 

8
 

 

NOTE 4 - 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 September 30 2021 as their write off has not yet been verified.

 

NOTE 5 – OTHER PAYABLES

 

Other payable mainly consists of expenses paid directly to the vendors by a non-related party. As of September 30, 2021, the balance of other payable amounts $8,085.

 

NOTE 6 - RELATED PARTIES

 

Loan from a related party

 

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. During the nine months end, September 30, 2021, Fuyong Nan, the CEO of the Company paid $3,630 on behalf of the Company for expense incurred. As of September 30, 2021, the balance owed to related party amount $4,925.

 

NOTE 7 - STOCKHOLDERS’ EQUITY (DEFICIT)

 

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

 

There is no preferred stock issued and outstanding as of September 30, 2021, and December 31, 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 8 - SUBSEQUENT EVENT

 

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 quarter ended September 30, 2021 of $8,085, which has been recorded as other payable as of September 30, 2021. The note bears an interest of 3% per annum and mature on December 31, 2023.

 

9
 

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

 

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.

 

10
 

 

Results of Operations

 

Nine Months Ended September 30, 2021, Compared to September 30, 2020 

 

During the nine months ended September 30, 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. There was $7,500 revenue for the nine months ended September 30, 2020. Overhead incurred during the nine months ended September 30, 2021, was $49,888 compared to $43,505 during that nine month period ended September 30, 2020.

 

We recorded a net loss of $49,888 for the nine months ended September 30,2021 as compared with a net loss of $34,005 for the nine months ended September 30, 2020, due primarily to impairments as determined by the March 10, 2021 Stock Purchase Agreement.

 

Three Months Ended September 30, 2021, Compared to September 30, 2020

 

During the three months ended September 30, 2021, we had no revenue. There was $2,000 revenue for the three months ended September 30, 2020. Overhead incurred during the three months ended September 30, 2021, was $8,085 compared to $8,555 during the three months period ended September 30, 2020.

 

We recorded a net loss of $8,085 for the three months ended September 30, 2021, as compared with a net loss of $6,555 for the three months ended September 30, 2020.

 

Liquidity and Capital Resources

 

As of September 30, 2021, we had no assets and negative working capital of $18,605 and an accumulated stockholders’ deficit of $358,880. Our operating activities during the nine months ended September 30, 2021 were limited and because of 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 $43,351 cash in the nine months ended September 30, 2020. Revenue during each of the nine month periods ending September 30, 2021 was nil and 2020 was $9,500.

 

Although the Company had no cash on hand on September 30, 2021, 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.

 

11
 

 

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 planning to implement during the third quarter of 2021. As of September 30, 2021, the plan of new business model has been delayed until first quarter of 2022.

 

Currently, these efforts are being funded, by current management and 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.

 

12
 

 

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 nine months ended September 30, 2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

13
 

 

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: November 11, 2021 By /s/ Fu Yong Nan
    Fu Yong Nan
    Director, CEO, CFO, and Secretary

 

16

 

Exhibit 31.1

 

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Fu Yong Nan, Chief Executive Officer, certify that:

 

  1. I have reviewed this report on Form 10-Q of MS Young Adventure Enterprise, Inc. (the registrant);
     
  2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
     
  3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
     
  4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-a15(f) and 15d-15(f) for the registrant and have:

 

  a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, is made known to me by others, particularly during the period in which this report is being prepared;
     
  b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
     
  c. evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
     
  d. disclosed in this report any change in the registrant’s internal controls over financial reporting that occurred during the registrant’s current fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and;

 

  5. I have disclosed, based on my most recent evaluation, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions);

 

  a. All significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
     
  b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls.

 

November 11, 2021 /s/ Fu Yong Nan
  Fu Yong Nan
  Chief Executive Officer

 

 

 

Exhibit 31.2

 

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Fu Yong Nan, Chief Financial Officer, certify that:

 

  1. I have reviewed this report on Form 10-Q of MS Young Adventure Enterprise, Inc. (the registrant);
     
  2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
     
  3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
     
  4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-a15(f) and 15d-15(f) for the registrant and have:

 

  a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, is made known to me by others, particularly during the period in which this report is being prepared;
     
  b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
     
  c. evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
     
  d. disclosed in this report any change in the registrant’s internal controls over financial reporting that occurred during the registrant’s current fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and;

 

  5. I have disclosed, based on my most recent evaluation, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions);

 

  a. All significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
     
  b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls.

 

November 11, 2021 /s/ Fu Yong Nan
  Fu Yong Nan
  Chief Financial Officer

 

 

 

 

Exhibit 32.1

 

CERTIFICATIONS PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C. SECTION 1350)

 

Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), the undersigned officer of MS Young Adventure Enterprise, Inc., a Delaware corporation (the “Company”), does hereby certify, to such officer’s knowledge, that:

 

The quarterly report on Form 10-Q for the quarter ended September 30, 2021 (the “Form 10-Q”) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date: November 11, 2021  
   
  /s/ Fu Yong Nan
  Fu Yong Nan
  Principal Executive Officer and Principal Accounting Officer