10-Q - MSYND - Equibles

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FORM10-Q

(Mark One)

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

For the quarterly period ended September 30, 2020

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 000-55738

MSYOUNG ADVENTURE ENTERPRISE, INC.

(Exact name of registrant as specified in its charter)

Delaware	81-4679061
(State<br> or other jurisdiction of<br><br> <br>incorporation<br> or organization)	(I.R.S.<br> Employer<br><br> <br>Identification<br> No.)

717 Fulin Hotel 1805 Heping Rd Luohu Shenzhen China 51800

(Address of principal executive offices)

+1 (778) 888-2886

(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<br> of Each Class	Trading<br> Symbol	Name<br> of Each Exchange on which registered
Common<br> Stock, par value $0.0001	MSYN	OTC<br> 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 [X] 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<br> accelerated filer	[ ]	Accelerated<br> filer	[ ]
Non-accelerated<br> filer	[X]	Smaller<br> reporting company	[X]
		Emerging<br> 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 [X]

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

Class	Outstanding<br> at November 13, 2020
Common<br> Stock, par value $0.0001	6,731,667

Documents incorporated by reference: None

TABLEOF 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	13
ITEM 4.	CONTROLS AND PROCEDURES	14
	PART II - OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	14
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES	14
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	14
ITEM 4.	MINE SAFETY DISCLOSURES	14
ITEM 5.	OTHER INFORMATION	14
ITEM 6.	EXHIBITS	15
SIGNATURES		16

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PARTI – FINANCIAL INFORMATION

ITEM1. INTERIM FINANCIAL STATEMENTS

MSYOUNG ADVENTURE ENTERPRISE, INC.

CONDENSEDBALANCE SHEETS

(UNAUDITED)

			December<br> 31, 2019
ASSETS
Current<br> Assets
Cash	14,367		$	57,719
Other<br> receivable, net	101,727			91,709
Due<br> from a related party	4,500			4,500
Total<br> Current Assets	120,594			153,928
Non-Current<br> Assets	-			-
Total<br> Assets	120,594		$	153,928
LIABILITIES<br> AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current<br> Liabilities
Accounts<br> payable and accrued liabilities	12,095		$	16,087
Other<br> payable	105,656			100,993
Due<br> to related parties	1,295			1,295
Total<br> Current Liabilities	119,046			118,375
Non-Current<br> Liabilities	-			-
Total<br> Liabilities	119,046			118,375
Stockholders’<br> Equity (deficit)
Preferred<br> stock, 0.0001 par value 20,000,000 shares authorized; none issued and outstanding at September 30, 2020 and December 31,<br> 2019, respectively	-			-
Common<br> Stock, 0.0001 par value, 100,000,000 shares authorized; 6,731,667 and 6,731,667 shares issued and outstanding at September<br> 30, 2020 and December 31, 2019, respectively	673			673
Additional<br> paid-in capital	238,446			238,446
Accumulated<br> deficit	(237,571	)		(203,566	)
Total<br> stockholders’ equity	1,548			35,553
Total<br> Liabilities and Stockholders’ Equity	120,594		$	153,928

All values are in US Dollars.

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

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MSYOUNG ADVENTURE ENTERPRISE, INC.

CONDENSEDSTATEMENTS OF OPERATIONS

(UNAUDITED)

	For<br> the three months ended<br> September 30,						For<br> the nine months ended<br> September 30,
	2020			2019			2020			2019
Revenue	$	2,000		$	2,000		$	9,500		$	24,000
Cost<br> of Revenues		-			-			-			-
Gross<br> Profit		2,000			2,000			9,500			24,000
Operating<br> expenses		8,555			74,787			43,505			183,326
Operating<br> Loss		(6,555	)		(72,787	)		(34,005	)		(159,326	)
Other<br> income (expense)
Interest<br> expense		-			(2,304	)		-			(6,913	)
Interest<br> income		-			750			-			4,500
Other<br> income (expense)		-			(1,554	)		-			(2,413	)
Loss<br> before income taxes		(6,555	)		(74,340	)		(34,005	)		(161,738	)
Income<br> Tax Expense		-			-			-			-
Net<br> loss	$	(6,555	)	$	(74,340	)	$	(34,005	)	$	(161,738	)
Loss<br> per share - basic and diluted	$	(0.00	)	$	(0.01	)	$	(0.01	)	$	(0.02	)
Weighted<br> 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.

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MSYOUNG ADVENTURE ENTERPRISE, INC.

CONDENSEDSTATEMENT OF STOCKHOLDERS’ EQUITY

FORTHE QUARTER ENDED SEPTEMBER 30, 2020 AND 2019

(UNAUDITED)

					Additional					Total
	Common<br> Stock				Paid-in		Accumulated			Stockholders’
	Shares		Amount		Capital		Deficit			Equity
Balance<br> June 30, 2020		6,731,667	$	673	$	238,446	$	(231,016	)	$	8,103
Net<br> loss		-		-		-		(6,555	)		(6,555	)
Balance<br> September 30, 2020		6,731,667	$	673	$	238,446	$	(237,571	)	$	1,548
					Additional					Total
---	---	---	---	---	---	---	---	---	---	---	---	---
	Common Stock				Paid-in		Accumulated			Stockholders’
	Shares		Amount		Capital		Deficit			Equity
Balance June 30, 2019		6,731,667	$	673	$	243,055	$	(264,899	)	$	(21,171	)
Imputed interest expense		-		-		2,304		-			2,304
Net loss		-		-		-		(74,340	)		(74,340	)
Balance September 30, 2019		6,731,667	$	673	$	245,359	$	(339,239	)	$	(93,207	)

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

MSYOUNG ADVENTURE ENTERPRISE, INC.

CONDENSEDSTATEMENT OF STOCKHOLDERS’ EQUITY

FORTHE THREE QUARTERS ENDED SEPTEMBER 30, 2020 AND 2019

(UNAUDITED)

					Additional					Total
	Common Stock				Paid-in		Accumulated			Stockholders’
	Shares		Amount		Capital		Deficit			Equity
Balance December 31, 2019		6,731,667	$	673	$	238,446	$	(203,566	)	$	35,553
Net loss		-		-		-		(34,005	)		(34,005	)
Balance September 30, 2020		6,731,667	$	673	$	238,446	$	(237,571	)	$	1,548
					Additional					Total
---	---	---	---	---	---	---	---	---	---	---	---	---
	Common<br> Stock				Paid-in		Accumulated			Stockholders’
	Shares		Amount		Capital		Deficit			Equity
Balance December 31, 2018		6,731,667	$	673	$	238,446	$	(177,501	)	$	61,618
Imputed interest expense		-		-		6,913		-			6,913
Net loss		-		-		-		(161,738	)		(161,738	)
Balance September<br> 30, 2019		6,731,667	$	673	$	245,359	$	(339,239	)	$	(93,207	)

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

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MSYOUNG ADVENTURE ENTERPRISE, INC.

CONDENSEDSTATEMENTS OF CASH FLOWS

(UNAUDITED)

	For the nine months ended<br> September 30,
	2020			2019
OPERATING ACTIVITIES
Net loss	$	(34,005	)	$	(161,738	)
Non-cash adjustments to reconcile net loss to net cash:
Imputed interest expense		-			6,913
Changes in Operating Assets and Liabilities:
Prepaid expense		-			5,000
Other receivable		(10,017	)		(101	)
Accounts payable and accrued liabilities		(3,992	)		(4,500	)
Customers deposit		-			(21,000	)
Net cash used in operating activities		(43,351	)		(175,426	)
FINANCING ACTIVITIES
(Repayment) proceed from related party		-			(64,520	)
Net cash provided by financing activities		-			(64,520	)
Net increase in cash		(43,352	)		(239,946	)
Cash, beginning of period		57,719			244,089
Cash, end of period	$	14,367		$	4,143
SUPPLEMENTAL DISCLOSURES:
Cash paid during the period for:
Income tax	$	-		$	-
Interest	$	-		$	-

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

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MSYOUNG ADVENTURE ENTERPRISE, INC.

Notesto Condensed Unaudited Financial Statements

NOTE1 - 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 of 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 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 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.

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, 2020 are not necessarily indicative of the results to be expected for the year ending December 31, 2020.

USE OF ESTIMATES

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

CASH

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

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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, 2020 and December 31, 2019, 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, 2020 and 2019, respectively.

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.

NOTE2 - GOING CONCERN

The Company has generated only $59,915 revenue since inception to date and has sustained operating loss of $34,005 during the nine months ended September 30, 2020. The Company had a working capital of $1,548 and an accumulated deficit of $237,571 as of September 30, 2020 and a working capital of $35,553 and an accumulated deficit of $203,566 as of December 31, 2019, which raises 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.

NOTE3 – 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. The Company estimated the uncollectable amount and wrote off $0 and $59,387 as bad debt for the nine months ended September 30, 2020 and 2019, respectively.

NOTE4 - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities mainly are accrued professional fees.

NOTE5 - RELATED PARTIES

Loan from a related party

On December 1, 2018, MS Young entered into an agreement to acquire a 51% interest in 0731380 B.C. Limited, a company registered in British Columbia, Canada (“0731380”). Initially, this transaction was structured as a purchase of equity by MS Young, however, the parties thereafter agreed (effective ab initio) that the transaction be structured as a convertible loan rather than an equity purchase transaction.

The restructuring of the initial Agreement and the amendment thereof on February 28, 2019 was approved by the Boards of Directors of both MS Young and 0731380. This is a related-party transaction as Chunxia Jiang is the principal and controlling shareholder and the sole director of both MS Young and 0731380.

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Therefore, the parties have agreed that, in lieu of any purchase of an equity interest in 0731380, MS Young would advance a loan to 0731380 in the initial face amount of $150,000 (the “Loan”), which will be payable One (1) year following the advance of funding of the Loan. 0731380 will use the proceeds of the Loan to fund the acquisition of a license and development of a retail outlet for the sale of cannabis-related products by its wholly-owned subsidiary, Natural Recreation in Kitimat, BC, Canada. The loan bears interest at a rate of five percent (5%) per annum payable at Maturity. The Loan Agreement (“Loan Agreement”) provides that if all licenses required to operate the retail store in Kitimat are issued by an agreed date, the Loan may be converted, at the option of MS Young, into an equity investment in Natural Recreation. There is a further provision in the Loan Agreement that if the Loan is converted, MS Young may, at its sole option, additionally issue 3,060,000 shares of its common stock to 0731380 which, together with the conversion of the Loan, will be MS Young’s purchase price for a 51% interest in Natural Recreation. If full licensure for the retail store in Kitimat is not issued by the agreed date, then the loan will convert to a term loan to be repaid on a schedule mutually agreed by the parties. There is no penalty for the early payment of the Loan. As of this date, such licensure is only in the early application process and there is no guarantee when any license will be issued, if at all.

Interest income amounted to $0 and $4,500 for the nine-month periods ended September 30, 2020 and September 30, 2019, respectively. In the quarter ended December 31, 2019, 0731380 has repaid $150,000 to MS Young in advance. 0731380 BC Ltd will pay back interest of $4,500 before the end of December, 2020.

Due to related parties

Due to related parties include fees paid on behalf of the Company by Zilin Wang, who was a prior shareholder and also a prior officer of the Company and by Chunxia Jiang who is a current shareholder and also a current officer of the Company. In 2019, Zilin Wang was no longer be recognized as a related party of the company. The amount due to related parties are unsecured, non-interest bearing, and due on demand. The Company accrued imputed interest of $6,913 with 6% per annum for the nine months end September 30, 2019. The accrued imputed interest amount for the nine months end September 30, 2020 is $0.

NOTE6 - 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, 2020 and December 31, 2019.

Due to related parties include fees paid on behalf of the Company by Zilin Wang, who was a prior shareholder and also a prior officer of the Company and by Chunxia Jiang who is a current shareholder and also a current officer of the Company. In 2019, Zilin Wang was no longer be recognized as a related party of the company. The Company accrued imputed interest with 6% per annum. Imputed interest amounted $4,609 during fiscal year 2019, and was recorded as paid in capital.

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.

NOTE7 - SUBSEQUENT EVENT

Management has evaluated subsequent events through November 13, 2020, the date that the financial statements were available to be issued. All subsequent events requiring recognition as of September 30, 2020 have been incorporated into these financial statements and there are no subsequent events that require disclosure in accordance with FASB ASC Topic 855, “Subsequent Events.”

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ITEM2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

FORWARDLOOKING 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

Loanfrom 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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Resultsof Operations

ThreeMonths 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:

Line Item	9/30/20			9/30/19			Increase<br> <br>(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.

NineMonths 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:

Line Item	9/30/20			9/30/19			Increase <br> (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.

Liquidityand 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.

OffBalance 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.

CriticalAccounting 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.

Planof 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.

ITEM3. 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.

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ITEM4. CONTROLS AND PROCEDURES

Evaluationof 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.

Changesin Internal Control Over Financial Reporting

There were no changes (including corrective actions with regard to significant deficiencies or material weaknesses) in our internal controls over financial reporting that occurred during the three months ended September 30, 2020 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PARTII - OTHER INFORMATION

ITEM1. 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.

ITEM1A. 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.

ITEM2. 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.

ITEM3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM4. MINE SAFETY DISCLOSURES

None.

ITEM5. OTHER INFORMATION

None.

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ITEM6. 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	XBRL<br> Instance Document
101.SCH	XBRL<br> Taxonomy Extension Schema Document
101.CAL	XBRL<br> Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL<br> Taxonomy Extension definition Linkbase Document
101.LAB	XBRL<br> Taxonomy Extension Label Linkbase Document
101.PRE	XBRL<br> Taxonomy Extension Presentation Linkbase Document

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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:<br> November 13, 2020	By	/s/ Chunxia Jiang
		Chunxia<br> Jiang
		Director,<br> CEO, CFO, President and Treasurer

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Exhibit31.1

CERTIFICATIONOF CHIEF EXECUTIVE OFFICER

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

SECTION302 OF THE SARBANES-OXLEY ACT OF 2002

I, Chunxia Jiang, Chief Executive Officer, certify that:

1.	I<br> have reviewed this report on Form 10-Q of MS Young Adventure Enterprise, Inc. (the registrant);
2.	Based<br> on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary<br> to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect<br> to the period covered by this report;
3.	Based<br> on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present<br> in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the<br> periods presented in this report;
4.	I<br> am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)<br> and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-a15(f) and 15d-15(f) for<br> the registrant and have:
a.	designed<br> such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision,<br> to ensure that material information relating to the registrant, is made known to me by others, particularly during the period<br> in which this report is being prepared;
---	---
b.	designed<br> such internal control over financial reporting, or caused such internal control over financial reporting to be designed under<br> our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial<br> statements for external purposes in accordance with generally accepted accounting principles;
c.	evaluated<br> the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions<br> about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based<br> on such evaluation; and
d.	disclosed<br> in this report any change in the registrant’s internal controls over financial reporting that occurred during the registrant’s<br> current fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially<br> affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;<br> and;
5.	I<br> have disclosed, based on my most recent evaluation, to the registrant’s auditors and the audit committee of the registrant’s<br> board of directors (or persons performing the equivalent functions);
---	---
a.	All<br> significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely<br> to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
---	---
b.	Any<br> fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s<br> internal controls.
November<br> 13, 2020	/s/ Chunxia Jiang
---	---
	Chunxia<br> Jiang
	Chief<br> Executive Officer
	(Principal<br> Executive Officer)

Exhibit31.2

CERTIFICATIONOF CHIEF FINANCIAL OFFICER

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

SECTION302 OF THE SARBANES-OXLEY ACT OF 2002

I, Chunxia Jiang, Chief Financial Officer, certify that:

1.	I<br> have reviewed this report on Form 10-Q of MS Young Adventure Enterprise, Inc. (the registrant);
2.	Based<br> on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary<br> to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect<br> to the period covered by this report;
3.	Based<br> on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present<br> in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the<br> periods presented in this report;
4.	I<br> am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)<br> and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-a15(f) and 15d-15(f) for<br> the registrant and have:
a.	designed<br> such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision,<br> to ensure that material information relating to the registrant, is made known to me by others, particularly during the period<br> in which this report is being prepared;
---	---
b.	designed<br> such internal control over financial reporting, or caused such internal control over financial reporting to be designed under<br> our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial<br> statements for external purposes in accordance with generally accepted accounting principles;
c.	evaluated<br> the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions<br> about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based<br> on such evaluation; and
d.	disclosed<br> in this report any change in the registrant’s internal controls over financial reporting that occurred during the registrant’s<br> current fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially<br> affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;<br> and;
5.	I<br> have disclosed, based on my most recent evaluation, to the registrant’s auditors and the audit committee of the registrant’s<br> board of directors (or persons performing the equivalent functions);
---	---
a.	All<br> significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely<br> to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
---	---
b.	Any<br> fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s<br> internal controls.
November<br> 13, 2020	/s/ Chunxia Jiang
---	---
	Chunxia<br> Jiang
	Chief<br> Financial Officer
	(Principal<br> Financial and Accounting Officer)

Exhibit32.1

CERTIFICATIONSPURSUANT TO

SECTION906 OF THE SARBANES-OXLEY ACT OF 2002

(18U.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, 2020 (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:<br> November 13, 2020
	/s/ Chunxia Jiang
	Chunxia<br> Jiang
	Principal<br> Executive Officer and Principal Accounting Officer

A signed original of this written statement required by Section 906 has been provided to MS YOUNG ADVENTURE ENTERPRISE, INC. and will be retained by MS YOUNG ADVENTURE ENTERPRISE, INC. and furnished to the Securities and Exchange Commission or its staff upon request.