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.





Business

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





Loan from a related party

On December 1, 2018 (and restructured on February 28, 2019), MS Young advanced a loan to 0731380 BC Ltd in the initial face amount of $150,000 (the "Loan"), which was be payable one (1) year following the advance of funding of the Loan. In the quarter ended December 31, 2019, the principal of the Loan was fully repaid, and the Company recognized $4,500 interest having been paid on the Loan. $4,500 remained reflected as a loan from related party at December 31, 2019.

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.





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Results of Operations

Three Months Ended September 30, 2020 Compared to September 30, 2019

The following table summarizes the results of our operations during the three months ended September 30, 2020 and 2019, respectively, and provides information regarding the dollar and percentage increase or (decrease) from the current 3-month period to the prior year 3-month period:





                                                                                    Percentage
                                                                   Increase          Increase
           Line Item                9/30/20        9/30/19        (Decrease)        (Decrease)

Revenues                           $    2,000     $    2,000     $          -                   - %
Operating expenses                      8,555         74,787          (66,232 )             (88.5 )%
Other income (expense)                      0         (1,554 )         (1,554 )              Inf.
Net loss                               (6,555 )      (74,340 )        (67,785 )             (91.2 )%
Loss per share of common stock          (0.00 )        (0.01 )         (0.010 )              Inf.

During the three months ended September 30, 2020, we had $2,000 revenues compared to revenues of $2,000 for the three months ended September 30, 2019, with no change in amount.

Operating expenses totaled $8,555 for the three months ended September 30, 2020, compared to $74,787 for the three months ended September 30, 2019, a decrease of $66,232. The decrease is mainly due to a reduction in corporate overhead in the three months ended September 30, 2020.

We recorded a net loss of $6,555 for the three months ended September 30, 2020 as compared with a net loss of $74,340 for the three months ended September 30, 2019 due primarily to certain write-offs of bad debt in 2019 which did not recur in 2020.

Nine Months Ended September 30, 2020 Compared to September 30, 2019

The following table summarizes the results of our operations during the six months ended September 30, 2020 and 2019, respectively, and provides information regarding the dollar and percentage increase or (decrease) from the current 9-month period to the prior year 6-month period:





                                                                               Percentage
                                                               Increase         Increase
          Line Item               9/30/20       9/30/19       (Decrease)       (Decrease)

Revenues                         $   9,500     $   24,000     $   (14,500 )          (65.9 )%
Operating expenses                  43,505        183,326        (139,821 )          (76.3 )%
Other income (expense)                   0         (2,413 )        (2,413 )           Inf.
Net loss                           (34,005 )     (161,738 )      (127,733 )          (79.0 )%
Loss per share of common stock       (0.01 )        (0.02 )         (0.01 )              -

During the nine months ended September 30, 2020, we had $9,500 revenues compared to revenues of $24,000 for the nine months ended September 30, 2019, a decrease of $14,500.

Operating expenses totaled $43,505 for the nine months ended September 30, 2020, compared to $183,326 for the nine months ended September 30, 2019, a decrease of $139,821. The decrease is mainly due to a reduction in corporate overhead and certain write-offs of bad debt in 2019 which did not recur in 2020.





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We recorded a net loss of $34,005 for the nine months ended September 30, 2020 as compared with a net loss of $161,738 for the nine months ended September 30, 2019 due primarily to a reduction in corporate overhead and to certain write-offs of bad debt in 2019 which did not recur in 2020.

Liquidity and Capital Resources

As of September 30, 2020, we had total assets of $120,594, working capital of $1,548 and accumulated stockholders' deficit of $237,571. Our operating activities used $43,351 in cash for the nine months ended September 30, 2020, while our operations used $175,426 cash in the nine months ended September 30, 2019. Our revenues were $2,000 in the three months ended September 30, 2020 compared to revenues of $2,000 in the three months ended September 30, 2019. In the three months ended September 30, 2020, we recognized no other income (expense) compared to other expense of $1,554 in the three months ended September 30, 2019.

Management believes that the Company's cash on hand will be sufficient to fund all Company 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.

At September 30, 2020, the Company had interest outstanding from a related party shareholder in the aggregate amount of $1,295, which represents amounts loaned to the Company to pay the Company's expenses of operation. This advance are payable on demand.

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.





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Seasonality

Our operating results are not affected by seasonality.





Inflation

Our business and operating results are not affected in any material way by inflation.





Critical Accounting Policies

The Securities and Exchange Commission issued Financial Reporting Release No. 60, "Cautionary Advice Regarding Disclosure About Critical Accounting Policies" suggesting that companies provide additional disclosure and commentary on their most critical accounting policies. In Financial Reporting Release No. 60, the Securities and Exchange Commission has defined the most critical accounting policies as the ones that are most important to the portrayal of a company's financial condition and operating results and require management to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. The nature of our business generally does not call for the preparation or use of estimates.





Plan of Operations

The Company intends to focus on obtaining visibility for its services by contacting small to medium sized enterprises located on China and throughout Asia.

Currently, these efforts are being funded 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.

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