Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the quarterly period ended June 30 , 2023

☐	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 registrant as specified in its charter)

Delaware		81-4679061
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

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

208-639-9860

(Registrant’s telephone number, including area code)

N/A

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001	MSYN	None

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, a 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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. ☐ YES ☐ NO

APPLICABLE ONLY TO CORPORATE ISSUERS

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

6,731,667 common shares issued and outstanding as of July 24, 2023.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition or Plan of Operation	10
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	13
Item 4.	Controls and Procedures	13

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	14
Item 1A.	Risk Factors	14
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	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

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

MS YOUNG ADVENTURE ENTERPRISE, INC.

Balance Sheets

	June 30, 2023			December 31, 2022
ASSETS	(Unaudited)			(Audited)
Current Assets
Cash	$	-		$	-
Total Current Assets		-			-

TOTAL ASSETS	$	-		$	-

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and accrued liabilities	$	5,844		$	5,959
Accrued interest		2,901			1,470
Promissory note payable		119,526			83,085
Total Current Liabilities		128,271			90,514

Total Liabilities		128,271			90,514

Stockholders’ Deficit
Preferred stock, par value $0.0001; 20,000,000 shares authorized,
none shares issued and outstanding		-			-
Common stock, par value $0.0001; 100,000,000 shares authorized,
6,731,667 shares issued and outstanding		673			673
Additional paid-in capital		340,897			340,897
Accumulated deficit		(469,841	)		(432,084	)
Total Stockholders’ Deficit		(128,271	)		(90,514	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	-		$	-

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

Table of Contents

MS YOUNG ADVENTURE ENTERPRISE, INC.

Statements of Operations

(Unaudited)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2023			2022			2023			2022

OPERATING EXPENSES
General and administrative expenses	$	10,326		$	8,645		$	36,326		$	22,289
Total Operating Expenses		10,326			8,645			36,326			22,289
Loss from operations		(10,326	)		(8,645	)		(36,326	)		(22,289	)

OTHER EXPENSES
Interest expense		(816	)		(327	)		(1,431	)		(542	)
Other expenses		(816	)		(327	)		(1,431	)		(542	)

Loss before income taxes		(11,142	)		(8,972	)		(37,757	)		(22,831	)
Provision for income taxes		-			-			-			-
NET LOSS	$	(11,142	)	$	(8,972	)	$	(37,757	)	$	(22,831	)

NET LOSS PER SHARE: BASIC AND DILUTED	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.00	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: 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 condensed financial statements

Table of Contents

MS YOUNG ADVENTURE ENTERPRISE, INC.

Statements of Stockholders’ Deficit

For the Six Months Ended June 30, 2023

(Unaudited)

Six Months Ended June 30, 2023

					Additional					Total
	Common Stock				Paid-in		Accumulated			Stockholders'
	Shares		Amount		Capital		Deficit			Deficit

Balance - December 31, 2022		6,731,667	$	673	$	340,897	$	(432,084	)	$	(90,514	)

Net loss		-		-		-		(26,615	)		(26,615	)
Balance - March 31, 2023		6,731,667	$	673	$	340,897	$	(458,699	)	$	(117,129	)

Net loss		-		-		-		(11,142	)		(11,142	)
Balance - June 30, 2023		6,731,667	$	673	$	340,897	$	(469,841	)	$	(128,271	)

Six Months Ended June 30, 2022

					Additional					Total
	Common Stock				Paid-in		Accumulated			Stockholders'
	Shares		Amount		Capital		Deficit			Deficit

Balance - December 31, 2021		6,731,667	$	673	$	340,897	$	(376,632	)	$	(35,062	)

Net loss		-		-		-		(14,559	)		(14,559	)
Balance - March 31, 2022		6,731,667	$	673	$	340,897	$	(391,191	)	$	(49,621	)

Net loss		-		-		-		(8,972	)		(8,972	)
Balance - June 30, 2022		6,731,667	$	673	$	340,897	$	(400,163	)	$	(58,593	)

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

Table of Contents

MS YOUNG ADVENTURE ENTERPRISE, INC.

Statements of Cash Flows

(Unaudited)

	Six Months Ended
	June 30,
	2023			2022

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(37,757	)	$	(23,531	)
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities		36,326			22,989
Accrued interest		1,431			542
Net cash used in operating activities		-			-

Net change in cash and cash equivalents		-			-
Cash and cash equivalents - beginning of period		-			-
Cash and cash equivalents - end of period	$	-		$	-

Supplemental Cash Flow Disclosures
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-

Supplemental Disclosures of Non-Cash Investing and Financing Activities
Operating expenses paid by unaffiliated party	$	36,441		$	22,989

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

Table of Contents

MS YOUNG ADVENTURE ENTERPRISE, INC.

Notes to the Unaudited Condensed Financial Statements

June 30, 2023

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 has resulted in the Company’s lower revenue and net income. 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 accompanying unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the six months ended June 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. Notes to the unaudited interim financial statements that would substantially duplicate the disclosures contained in the audited financial statements for fiscal year 2022 have been omitted. This report should be read in conjunction with the audited financial statements and the footnotes thereto for the fiscal year ended December 31, 2022 included in the Company’s Form 10-K as filed with the Securities and Exchange Commission on March 30, 2023.

Table of Contents

USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted accounting principles 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 the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

FAIR VALUE OF FINANCIAL INSTRUMENTS

ASC 820, “Fair Value Measurements and Disclosures”, defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows:

Level 1 - inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.

Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value.

The carrying amounts of financial instruments such as accounts payable and promissory note payable approximate their fair values because of the short maturity of these instruments.

SOFTWARE DEVELOPMENT

The Company accounts for all software and development costs in accordance with ASC 985-20 – Software. Accordingly, all costs incurred prior to establishing technological feasibility have been expensed. As of June 30, 2023, none of the costs associated with software and development met the criteria for capitalization.

NET INCOME (LOSS) PER SHARE

Basic net income (loss) per share is computed by dividing net income (loss) available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted net income per share is computed similar to basic net income (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. If applicable, diluted net income per share assumes the conversion, exercise or issuance of all common stock instruments, such as convertible notes, unless the effect is to reduce a loss or increase earnings per share. As of June 30, 2023 and December 31, 2022 there were no dilutive potential common shares.

RECENT ACCOUNTING PRONOUNCEMENTS

Management has considered all recent accounting pronouncements issued. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements.

NOTE 2 - GOING CONCERN

The Company has generated minimal revenue since inception to date and accumulated deficit of $469,841 through the six months ended June 30, 2023. These factors among others raise substantial doubt about our 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. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Table of Contents

Management believes that the current actions to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern. There are no assurances that additional funds will be available when needed from any source or, if available, will be available on terms that are acceptable to us.

NOTE 3 – PROMISSORY NOTE PAYABLE

		June 30,		December 31,
	Expiry Date	2023		2022
Promissory Note - October 2021	12/31/2023	$	8,085	$	8,085
Promissory Notes - December 2021	12/31/2023		21,321		21,321
Promissory Note - March 2022	12/31/2023		14,344		14,344
Promissory Note - June 2022	12/31/2023		8,645		8,645
Promissory Note - September 2022	12/31/2023		9,755		9,755
Promissory Note - December 2022	12/31/2023		20,935		20,935
Promissory Note - March 2023	12/31/2023		26,115		-
Promissory Note - June 2023	12/31/2023		10,326		-
			119,526		83,085
Less: non-current portion			-		-
Current portion		$	119,526	$	83,085

During the six months ended June 30, 2023 and 2022, the Company issued promissory notes of $36,441 and $22,989 to an unaffiliated party for payment for operation expenses on behalf of the Company, respectively. The notes bear an interest of 3% per annum and mature on December 31, 2023.

During the six ended June 30, 2023 and 2022, the interest expense of $1,431 and $542 was incurred, respectively. As of June 30, 2023 and December 31, 2022, accrued interest of $2,901 and $1,470, respectively.

NOTE 4 - EQUITY

The Company is authorized to issue 100,000,000 shares of common stock with par value of $0.0001 and 20,000,000 shares of preferred stock with par value of $0.0001.

As of June 30, 2023 and December 31, 2022, there were no preferred stock issued and outstanding.

As of As of June 30, 2023 and December 31, 2022, there were 6,731,667 shares of common stock issued and outstanding.

NOTE 5 – SUBSEQUENT EVENTS

In accordance with ASC 855, “Subsequent Events,” the Company has analyzed its operations subsequent to June 30, 2023 to the date these financial statements were issued and has determined that it does not have any material subsequent events to disclose in these financial statements.

Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition or Plan of Operation

FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements relating to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “intends”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential”, or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors which may cause our or our industry’s actual results, levels of activity or performance to be materially different from any future results, levels of activity or performance expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity or performance. You should not place undue reliance on these statements, which speak only as of the date that they were made. These cautionary statements should be considered with any written or oral forward-looking statements that we may issue in the future. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results, later events or circumstances or to reflect the occurrence of unanticipated events.

In this report unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares of our capital stock.

The management’s discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

As used in this quarterly report, the terms “we”, “us”, “our”, and “our company” means Ms. Young Adventure Enterprise, Inc., unless otherwise indicated.

General 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.

Table of Contents

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.

We do not have any subsidiaries.

We have never declared bankruptcy, been in receivership, or involved in any kind of legal proceeding.

Results of Operations

The following summary of our operations should be read in conjunction with our unaudited condensed financial statements for the three ended June 30, 2023 and 2022.

Three months ended June 30, 2023 compared to three months ended June 30, 2022

	Three Months Ended
	June 30,						Changes
	2023			2022			Amount			%

Operating Expenses	$	(10,326	)	$	(8,645	)	$	(1,681	)		19	%
Other Income (Expenses)		(816	)		(327	)		(489	)		150	%
Net Loss	$	(11,142	)	$	(8,972	)	$	(2,170	)		24	%

The Company incurred net loss of $11,142 during the three months ended June 30, 2023 as compared to $8,972 during the three months ended June 30, 2022. The increase in net loss was due to the increase in operating expense.

Operating expenses increased from $8,645 during the three months ended June 30, 2022 to $10,326 during the three months ended June 30, 2023 due to the increase in professional fees.

Six months ended June 30, 2023 compared to six months ended June 30, 2022

	Six Months Ended
	June 30,						Changes
	2023			2022			Amount			%

Operating Expenses	$	(36,326	)	$	(22,289	)	$	(14,037	)		63	%
Other Expenses		(1,431	)		(542	)		(889	)		164	%
Net Loss	$	(37,757	)	$	(22,831	)	$	(14,926	)		65	%

The Company incurred net loss of $37,757 during the six months ended June 30, 2023 as compared to $22,831 during the six months ended June 30, 2022. The increase in net loss was due to the increase in operating expense.

Table of Contents

Operating expenses increased from $22,289 during the six months ended June 30, 2022 to $36,326 during the three months ended June 30, 2023 due to the increase in professional fees.

Liquidity and Capital Resources

Working Capital

	As of			As of
	June 30,			December 31,			Changes
	2023			2022			Amount			%

Current Assets	$	-		$	-		$	-			-
Current Liabilities	$	128,271		$	90,514		$	37,757			42	%
Working Capital Deficiency	$	(128,271	)	$	(90,514	)	$	(37,757	)		42	%

As at June 30, 2023 and December 31, 2022, our Company had no cash and assets.

Our current liabilities increased from $90,514 as of December 31, 2022 to $128,271 as of June 30, 2023 mainly due to the increase in promissory note payable for payment made to vendors for operation expenses on behalf of the Company.

As at June 30, 2023, our Company had a working capital deficiency of $128,271 compared with a working capital deficiency of $90,514 as at December 31, 2022. The increase in working capital deficit was primarily due to an increase in promissory note payable.

Cash Flows

Six Months Ended

June 30,

Changes

2023

2022

Amount

Cash flows used in operating activities

Net changes in cash

Cash Flow from Operating Activities

We have not generated positive cash flow from operating activities. During the six months ended June 30, 2023 and 2022, net cash used in operating activities was $0.

Cash flows used in operating activities during the six months ended June 30, 2023, comprised of a net loss of $37,757, which was reduced by an increase in accounts payable and accrued liabilities of $36,326 and an increase in accrued interest of $1,431.

Cash flows used in operating activities during the six months ended June 30, 2022, comprised of a net loss of $23,531, reduced by an increase in accounts payable and accrued liabilities of $22,989 and an increase in accrued interest of $542.

Off-Balance Sheet Arrangements

We have no 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, capital expenditures or capital resources that are material to stockholders.

Table of Contents

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer (our principal executive officer, principal financial officer and principal accounting officer), has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a- 15(e) and 15d- 15(e) under the Securities Exchange Act of 1934, as amended (Exchange Act)), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, our Chief Executive Officer has concluded that as of such date, our disclosure controls and procedures were not effective such that the information relating to us required to be disclosed in our Securities and Exchange Commission (“SEC”) reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

During the period covered by this report there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Table of Contents

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

We know of no material, existing or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our company.

Item 1A. Risk Factors

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

None.

Table of Contents

Item 6. Exhibits

The following exhibits are included as part of this report:

Exhibit Number		Description
31		Rule 13a-14(a)/15d-14(a) Certification
31.1		Section 302 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer
32		Section 1350 Certification
32.1*		Section 906 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer
101		Interactive Data Files
101.INS**		XBRL Instance Document
101.SCH**		XBRL Taxonomy Extension Schema Document
101.CAL**		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF**		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB**		XBRL Taxonomy Extension Label Linkbase Document
101.PRE**		XBRL Taxonomy Extension Presentation Linkbase Document

_________

*	Filed herewith. In addition, in accordance with SEC Release 33-8238, Exhibits 32.1 and 32.2 are being furnished and not filed.

**	XBRL Information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities 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)

Dated: July 31, 2023		/s/ Fu Yong Nan
		Fu Yong Nan
		Director, CEO, CFO, and Secretary

nullnull

Cover - shares	6 Months Ended
Cover - shares	Jun. 30, 2023	Jul. 24, 2023
Cover [Abstract]
Entity Registrant Name	Ms Young Adventure Enterprise, Inc.
Entity Central Index Key	0001693687
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	true
Entity Current Reporting Status	Yes
Document Period End Date	Jun. 30, 2023
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2023
Entity Ex Transition Period	false
Entity Common Stock Shares Outstanding		6,731,667
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	000-55738
Entity Incorporation State Country Code	DE
Entity Tax Identification Number	81-4679061
Entity Interactive Data Current	Yes
Entity Address Address Line 1	9169 W State St
Entity Address Address Line 2	#3147
Entity Address City Or Town	Garden City
Entity Address State Or Province	ID
Entity Address Postal Zip Code	83714
City Area Code	208
Local Phone Number	639-9860
Security 12b Title	Common Stock, par value $0.0001
Trading Symbol	MSYN

Balance Sheets - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Current Assets
Cash	$ 0	$ 0
Total Current Assets	0	0
TOTAL ASSETS	0	0
Current Liabilities
Accounts payable and accrued liabilities	5,844	5,959
Accrued interest	2,901	1,470
Promissory note payable	119,526	83,085
Total Current Liabilities	128,271	90,514
Total Liabilities	128,271	90,514
Stockholders' Deficit
Preferred stock, par value $0.0001; 20,000,000 shares authorized, none shares issued and outstanding	0	0
Common stock, par value $0.0001; 100,000,000 shares authorized, 6,731,667 shares issued and outstanding	673	673
Additional paid-in capital	340,897	340,897
Accumulated deficit	(469,841)	(432,084)
Total Stockholders' Deficit	(128,271)	(90,514)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 0	$ 0

Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
Balance Sheets
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	20,000,000	20,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	6,731,667	6,731,667
Common stock, shares outstanding	6,731,667	6,731,667

Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
Statements of Operations (Unaudited) - USD ($)	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
OPERATING EXPENSES
General and administrative expenses	$ 10,326	$ 8,645	$ 36,326	$ 22,289
Total Operating Expenses	10,326	8,645	36,326	22,289
Loss from operations	(10,326)	(8,645)	(36,326)	(22,289)
OTHER EXPENSES
Interest expense	(816)	(327)	(1,431)	(542)
Other expenses	(816)	(327)	(1,431)	(542)
Loss before income taxes	(11,142)	(8,972)	(37,757)	(22,831)
Provision for income taxes	0	0	0	0
NET LOSS	$ (11,142)	$ (8,972)	$ (37,757)	$ (22,831)
NET LOSS PER SHARE: BASIC AND DILUTED	$ (0.00)	$ (0.00)	$ (0.01)	$ (0.00)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED	6,731,667	6,731,667	6,731,667	6,731,667

Statements of Stockholders' Deficit (Unaudited) - USD ($)	Total	Common Stock	Additional Paid-In Capital	Accumulated Deficit
Balance, shares at Dec. 31, 2021		6,731,667
Balance, amount at Dec. 31, 2021	$ (35,062)	$ 673	$ 340,897	$ (376,632)
Net loss	(14,559)	$ 0	0	(14,559)
Balance, shares at Mar. 31, 2022		6,731,667
Balance, amount at Mar. 31, 2022	(49,621)	$ 673	340,897	(391,191)
Balance, shares at Dec. 31, 2021		6,731,667
Balance, amount at Dec. 31, 2021	(35,062)	$ 673	340,897	(376,632)
Net loss	(23,531)
Balance, shares at Jun. 30, 2022		6,731,667
Balance, amount at Jun. 30, 2022	(58,593)	$ 673	340,897	(400,163)
Balance, shares at Mar. 31, 2022		6,731,667
Balance, amount at Mar. 31, 2022	(49,621)	$ 673	340,897	(391,191)
Net loss	(8,972)	$ 0	0	(8,972)
Balance, shares at Jun. 30, 2022		6,731,667
Balance, amount at Jun. 30, 2022	(58,593)	$ 673	340,897	(400,163)
Balance, shares at Dec. 31, 2022		6,731,667
Balance, amount at Dec. 31, 2022	(90,514)	$ 673	340,897	(432,084)
Net loss	(26,615)	$ 0	0	(26,615)
Balance, shares at Mar. 31, 2023		6,731,667
Balance, amount at Mar. 31, 2023	(117,129)	$ 673	340,897	(458,699)
Balance, shares at Dec. 31, 2022		6,731,667
Balance, amount at Dec. 31, 2022	(90,514)	$ 673	340,897	(432,084)
Net loss	(37,757)
Balance, shares at Jun. 30, 2023		6,731,667
Balance, amount at Jun. 30, 2023	(128,271)	$ 673	340,897	(469,841)
Balance, shares at Mar. 31, 2023		6,731,667
Balance, amount at Mar. 31, 2023	(117,129)	$ 673	340,897	(458,699)
Net loss	(11,142)	$ 0	0	(11,142)
Balance, shares at Jun. 30, 2023		6,731,667
Balance, amount at Jun. 30, 2023	$ (128,271)	$ 673	$ 340,897	$ (469,841)

Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
Statements of Cash Flows (Unaudited) - USD ($)	Jun. 30, 2023	Jun. 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (37,757)	$ (23,531)
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities	36,326	22,989
Accrued interest	1,431	542
Net cash used in operating activities	0	0
Net change in cash and cash equivalents	0	0
Cash and cash equivalents - beginning of period	0	0
Cash and cash equivalents - end of period	0
Supplemental Cash Flow Disclosures
Cash paid for interest	0	0
Cash paid for income taxes	0	0
Supplemental Disclosures of Non-Cash Investing and Financing Activities
Operating expenses paid by unaffiliated party	$ 36,441	$ 22,989

NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Jun. 30, 2023

NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

NATURE OF OPERATIONS

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.

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

BASIS OF PRESENTATION

USE OF ESTIMATES

FAIR VALUE OF FINANCIAL INSTRUMENTS

Level 1 - inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value.

The carrying amounts of financial instruments such as accounts payable and promissory note payable approximate their fair values because of the short maturity of these instruments.

SOFTWARE DEVELOPMENT

NET INCOME (LOSS) PER SHARE

RECENT ACCOUNTING PRONOUNCEMENTS

GOING CONCERN

6 Months Ended

Jun. 30, 2023

GOING CONCERN

GOING CONCERN

NOTE 2 - GOING CONCERN

PROMISSORY NOTE PAYABLE

6 Months Ended

Jun. 30, 2023

PROMISSORY NOTE PAYABLE

PROMISSORY NOTE PAYABLE

NOTE 3 – PROMISSORY NOTE PAYABLE

		June 30,		December 31,
	Expiry Date	2023		2022
Promissory Note - October 2021	12/31/2023	$	8,085	$	8,085
Promissory Notes - December 2021	12/31/2023		21,321		21,321
Promissory Note - March 2022	12/31/2023		14,344		14,344
Promissory Note - June 2022	12/31/2023		8,645		8,645
Promissory Note - September 2022	12/31/2023		9,755		9,755
Promissory Note - December 2022	12/31/2023		20,935		20,935
Promissory Note - March 2023	12/31/2023		26,115		-
Promissory Note - June 2023	12/31/2023		10,326		-
			119,526		83,085
Less: non-current portion			-		-
Current portion		$	119,526	$	83,085

EQUITY

6 Months Ended

Jun. 30, 2023

EQUITY

EQUITY

NOTE 4 - EQUITY

The Company is authorized to issue 100,000,000 shares of common stock with par value of $0.0001 and 20,000,000 shares of preferred stock with par value of $0.0001.

As of June 30, 2023 and December 31, 2022, there were no preferred stock issued and outstanding.

As of As of June 30, 2023 and December 31, 2022, there were 6,731,667 shares of common stock issued and outstanding.

SUBSEQUENT EVENTS

6 Months Ended

Jun. 30, 2023

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 5 – SUBSEQUENT EVENTS

NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
	Jun. 30, 2023
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 has resulted in the Company’s lower revenue and net income. 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 accompanying unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the six months ended June 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. Notes to the unaudited interim financial statements that would substantially duplicate the disclosures contained in the audited financial statements for fiscal year 2022 have been omitted. This report should be read in conjunction with the audited financial statements and the footnotes thereto for the fiscal year ended December 31, 2022 included in the Company’s Form 10-K as filed with the Securities and Exchange Commission on March 30, 2023.
USE OF ESTIMATES	The preparation of financial statements in conformity with generally accepted accounting principles 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 the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
FAIR VALUE OF FINANCIAL INSTRUMENTS	ASC 820, “Fair Value Measurements and Disclosures”, defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows: Level 1 - inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value. The carrying amounts of financial instruments such as accounts payable and promissory note payable approximate their fair values because of the short maturity of these instruments.
SOFTWARE DEVELOPMENT	The Company accounts for all software and development costs in accordance with ASC 985-20 – Software. Accordingly, all costs incurred prior to establishing technological feasibility have been expensed. As of June 30, 2023, none of the costs associated with software and development met the criteria for capitalization.
NET INCOME (LOSS) PER SHARE	Basic net income (loss) per share is computed by dividing net income (loss) available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted net income per share is computed similar to basic net income (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. If applicable, diluted net income per share assumes the conversion, exercise or issuance of all common stock instruments, such as convertible notes, unless the effect is to reduce a loss or increase earnings per share. As of June 30, 2023 and December 31, 2022 there were no dilutive potential common shares.
RECENT ACCOUNTING PRONOUNCEMENTS	Management has considered all recent accounting pronouncements issued. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements.

PROMISSORY NOTE PAYABLE (Table)

6 Months Ended

Jun. 30, 2023

PROMISSORY NOTE PAYABLE

Schedule of promissory note payable

		June 30,		December 31,
	Expiry Date	2023		2022
Promissory Note - October 2021	12/31/2023	$	8,085	$	8,085
Promissory Notes - December 2021	12/31/2023		21,321		21,321
Promissory Note - March 2022	12/31/2023		14,344		14,344
Promissory Note - June 2022	12/31/2023		8,645		8,645
Promissory Note - September 2022	12/31/2023		9,755		9,755
Promissory Note - December 2022	12/31/2023		20,935		20,935
Promissory Note - March 2023	12/31/2023		26,115		-
Promissory Note - June 2023	12/31/2023		10,326		-
			119,526		83,085
Less: non-current portion			-		-
Current portion		$	119,526	$	83,085

GOING CONCERN (Details Narrative) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
GOING CONCERN
Accumulated deficit	$ (469,841)	$ (432,084)

PROMISSORY NOTE PAYABLE (Details) - USD ($)	6 Months Ended
PROMISSORY NOTE PAYABLE (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Less: non-current portion	$ 0	$ 0
Current portion	$ 119,526	83,085
Promissory Note [Member]
Maturity date	Dec. 31, 2023
Promissory note	$ 119,526	83,085
October 2021 [Member] \| Promissory Note [Member]
Maturity date	Dec. 31, 2023
Promissory note	$ 8,085	8,085
December 2021 [Member] \| Promissory Note [Member]
Maturity date	Dec. 31, 2023
Promissory note	$ 21,321	21,321
March 2022 [Member] \| Promissory Note [Member]
Maturity date	Dec. 31, 2023
Promissory note	$ 14,344	14,344
June 2022 [Member] \| Promissory Note [Member]
Maturity date	Dec. 31, 2023
Promissory note	$ 8,645	8,645
September 2022 [Member] \| Promissory Note [Member]
Maturity date	Dec. 31, 2023
Promissory note	$ 9,755	9,755
December 2022 [Member] \| Promissory Note [Member]
Maturity date	Dec. 31, 2023
Promissory note	$ 20,935	20,935
March 2023 [Member] \| Promissory Note [Member]
Maturity date	Dec. 31, 2023
Promissory note	$ 26,115	0
June 2023 [Member] \| Promissory Note [Member]
Maturity date	Dec. 31, 2023
Promissory note	$ 10,326	$ 0

PROMISSORY NOTE PAYABLE (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
PROMISSORY NOTE PAYABLE (Details Narrative) - USD ($)	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Interest expense	$ 816	$ 327	$ 1,431	$ 542
Accrued interest			2,901		$ 1,470
Operating expenses paid by unaffiliated party			$ 36,441	$ 22,989
Promissory Note [Member]
Debt interest rate	3.00%		3.00%

EQUITY (Details Narrative) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
EQUITY
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	6,731,667	6,731,667
Common stock, shares outstanding	6,731,667	6,731,667
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	20,000,000	20,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0

MS Young Adventure Enter... (PK) (USOTC:MSYN)
Historical Stock Chart
From Apr 2024 to May 2024

Click Here for more MS Young Adventure Enter... (PK) Charts.

MS Young Adventure Enter... (PK) (USOTC:MSYN)
Historical Stock Chart
From May 2023 to May 2024

Market Data

News

Trading Tools

Markets

Discover

Hot Features

Follow Feed

Options Flow

Monitor

MSYN MS Young Adventure Enterprise Inc (PK)

Latest MSYN Messages

Loading Messages....

MS Young Adventure Enterprise Inc (PK) News

Loading Messages....

Your Recent History

Company

Business

Popular

Get The App

Trending Now

Toplists

Market Data

News

Trading Tools

Markets

Discover

Hot Features

Follow Feed

Options Flow

Monitor

MSYN MS Young Adventure Enterprise Inc (PK)

Latest MSYN Messages

Loading Messages....

MS Young Adventure Enterprise Inc (PK) News

Loading Messages....

Your Recent History

Company

Business

Popular

Get The App