FORWARD LOOKING STATEMENTS
Statements made in this Form 10-Q that are not historical or current facts are
"forward-looking statements" made pursuant to the safe harbor provisions of
Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the
Securities Exchange Act of 1934. These statements often can be identified by the
use of terms such as "may," "will," "expect," "believe," "anticipate,"
"estimate," "approximate" or "continue," or the negative thereof. We intend that
such forward-looking statements be subject to the safe harbors for such
statements. We wish to caution readers not to place undue reliance on any such
forward-looking statements, which speak only as of the date made. Any
forward-looking statements represent management's best judgment as to what may
occur in the future. However, forward-looking statements are subject to risks,
uncertainties and important factors beyond our control that could cause actual
results and events to differ materially from historical results of operations
and events and those presently anticipated or projected. We disclaim any
obligation subsequently to revise any forward-looking statements to reflect
events or circumstances after the date of such statement or to reflect the
occurrence of anticipated or unanticipated events.
Overview
MS Young Adventure Enterprise, Inc., formerly known as AllyMe Holding Inc. and
Rain Sound Acquisition Corporation ("MS" or the "Company"), was incorporated in
Delaware on December 7, 2016.
In November 2017, the Company implemented a change of control by issuing shares
to new stockholders, redeeming shares of existing stockholders, electing a new
officer and director, Zilin Wang, and accepting the resignations of its then
existing officers and directors. In connection with this change in control, the
stockholders of the Company and its board of directors unanimously approved the
change of the Company's name from Rain Sound Acquisition Corporation to Allyme
Holding Inc on August 6, 2019, the Company changed the Company's name to MS
Young Adventure Enterprise, Inc.
In May 2018, the Company implemented another change in control by electing a new
officer and director and accepting the resignations of its then existing officer
and director and whereby the then majority shareholder of the Company, Zilin
Wang, sold his common stock shares in the Company to Chunxia Jiang, who is now
the sole officer and director and majority shareholder of the Company.
On March 10, 2021, Chunxia Jiang sold his 6,010,000 common shares to Pearl
Digital International, Limited and resigned from all positions as an officer and
director. Mr. Fu Yong Nan was appointed as Chief Executive Officer, Chief
Financial Officer, Secretary and sole Director.
Business
The Company was a marketing and management consulting company that provides
advisory services to companies located in Asia for the purpose of facilitating
the competitiveness of those companies in the international market. The Company
offers a wide assortment of advisory services, ranging from business planning
consulting services, mergers and acquisitions advising, and marketing services.
The new management is developing a new direction and business model.
Loan from a related party
Prior to the fiscal year ended December 31, 2019, professional fees were paid on
behalf of a Company by a former shareholder, Zilin Wang. These payments were due
on demand, interest free, and without collateral. The amount of these prior
advances are included in Other Payable on the Company's Balance Sheets as of
December 31, 2019. Zilin Wang ceased to be a related party as of the year ended
December 31, 2019. The March 10, 2021, Share Purchase Agreement required that
the existing corporate debts be repaid, in full. In lieu of proof of payment,
the debt holder has furnished a complete and total release.
11
Results of Operations
Three Months Ended June 30, 2022, Compared to June 30, 2021
During the three months ended June 30, 2022 and 2021, we had no revenues.
Operating expenses totaled $8,645 for the three months ended June 30, 2022,
compared to $3,630 for the three months ended June 30, 2021
We recorded a net loss of $8,972 for the three months ended June 30, 2022 as
compared with a net loss of $3,630 for the three months ended June 30, 2021.
Six Months Ended June 30, 2022, Compared to June 30, 2021
During the six months ended June 30, 2022 and 2021, we had no revenue.
Operating expenses incurred during the six months ended June 30, 2022 was
$22,989 compared to $41,803 during that six months period ended June 30, 2021.
We recorded a net loss of $23,531 for the six months ended June 30, 2022 as
compared with a net loss of $41,803 for the six months ended June 30, 2021.
Liquidity and Capital Resources
As of June 30, 2022, we had no assets and a negative working capital of $58,593
and an accumulated stockholders' deficit of $400,163. Our operations used $0
cash in the six months ended June 30, 2022. Revenue during each of the six month
periods ending June 30, 2022 and 2021 was nil.
Although the Company had no cash on hand on June 30, 2022, management believes
that the Company will be able to provide sufficient cash to fund all the
Company's obligations and commitments for the next twelve months. Historically,
we have depended on loans from our principal shareholders and their affiliated
companies to provide us with working capital as required. There is no guarantee
that such funding will be available when required and there can be no assurance
that our stockholders, or any of them, will continue making loans or advances to
us in the future.
Off Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity or
capital expenditures or capital resources that is material to an investor in our
securities.
12
Critical Accounting Policies
The Securities and Exchange Commission issued Financial Reporting Release No.
60, "Cautionary Advice Regarding Disclosure About Critical Accounting Policies"
suggesting that companies provide additional disclosure and commentary on their
most critical accounting policies. In Financial Reporting Release No. 60, the
Securities and Exchange Commission has defined the most critical accounting
policies as the ones that are most important to the portrayal of a company's
financial condition and operating results and require management to make its
most difficult and subjective judgments, often as a result of the need to make
estimates of matters that are inherently uncertain. The nature of our business
generally does not call for the preparation or use of estimates.
Plan of Operations
The Company intends to focus on a new business model which was implemented
during the third quarter of 2021.
Currently, these efforts are being funded by current management through the
proceeds of the Company's private placements and loans from management.
Management of the Company believes that having a trading market for the
Company's common stock will make other sources of financing available and assist
it in engaging with larger potential clients.
There is no assurance that the Company's activities will generate sufficient
revenues to sustain its operations without additional capital, or if additional
capital is needed, that such funds, if available, will be obtainable on terms
satisfactory to the Company. Accordingly, given the Company's limited cash and
cash equivalents on hand, the Company will be unable to implement its business
plans and proposed operations unless it obtains additional financing or
otherwise is able to generate revenues and profits. The Company may raise
additional capital through sales of debt or equity, obtain loan financing or
develop and consummate other alternative financial plans. In the near term, the
Company plans to rely on its primary stockholder to continue his commitment to
fund the Company's continuing operating requirements. Management anticipates
that the Company will require a minimum of $100,000 for the next 12 months to
fund its operations, which will be used to fund expenses related to operations,
office supplies, travel, salaries and other incidental expenses. Management
believes that this capital would allow the Company to meet its operating cash
requirements and would facilitate the Company's business of providing management
consulting services. Management also believes that the acquisition of such
assets would generate revenue to cover overhead cost and general liabilities of
the Company and allow the Company to achieve overall sustainable profitability.
© Edgar Online, source Glimpses