UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒ Annual Report Pursuant to Section 13 or 15(D) of the Securities Exchange Act of 1934

for the fiscal year ended December 31, 2022, ~~2021~~

☐ 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 small Business Issuer as specified in its charter)~~

~~Delaware~~MS YOUNG ADVENTURE ENTERPRISE, INC.		~~81-4679061~~
(Exact name of small Business Issuer as specified in its charter)

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

~~717 Fulin Hotel1805 Heping RdLuohu ShenzhenChina~~ 9169 W State St #3147 Garden City, ID		~~518000~~ 83714
(Address of principal executive offices)		(Zip Code)

Issuer’s telephone number, including area code: (~~778~~(208) 639-9860) ~~888-2886~~

n/a

Former address if changed since last report

Securities registered under Section 12(b) of the Exchange Act: None

Securities Registered Pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol		Name of Each Exchange on which registered
Common Stock, par value $0.0001		MSYN		n/a

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Check whether the issuer (1) 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 ☐

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-K contained in this form, and no disclosure will be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐

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 or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer ☐	☐	Accelerated Filer ☐	☐
Non-accelerated Filer	~~Non-Accelerated Filer~~ ☐ ~~(Do~~	Smaller Reporting Company	☒
(Do not check if a smaller reporting company)			~~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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
☐ Yes ☒ No

~~State the~~The aggregate market value of ~~the voting and non-voting common equity~~Common Stock held by non-affiliates ~~computed by reference to~~of the ~~price at which the common equity~~Registrant on June 30, 2022, was ~~last sold, or the~~$79,100 based on a $0.14 average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal ~~quarter (June 30, 2021)—NaN~~ ~~sale or bid data was available as of that date.~~quarter.

~~State~~Indicate the number of shares outstanding of each of the registrant’s ~~$.0001 par value~~classes of common stock as of the ~~close of business on the~~ latest practicable ~~date (February 18, 2022):~~ ~~6,731,667~~date.

~~Documents incorporated by reference: None.~~6,731,667 shares of common stock as of March 20, 2023

TABLE OF CONTENTS

PART I

ITEM 1.	BUSINESS		4
ITEM 1A.	RISK FACTORS		5
ITEM 1B.	UNRESOLVED STAFF COMMENTS		5
ITEM 2.	PROPERTIES		5
ITEM 3.	LEGAL PROCEEDINGS	6	5
ITEM 4.	MINE SAFETY DISCLOSURES	6	5

PART II

ITEM 5.	MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES		6
ITEM 6.	SELECTED FINANCIAL DATA	7	6
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION	7	6
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		10
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	10	11
ITEM 9	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSURE	11	12
ITEM 9A	CONTROLS AND PROCEDURES	11	12
ITEM 9B.	OTHER INFORMATION		13

PART III

ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	13	14
ITEM 11.	EXECUTIVE COMPENSATION		14
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS		15
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE		15
ITEM 14	PRINCIPAL ACCOUNTING FEES AND SERVICES		16

PART IV

ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES		17

SIGNATURES			18

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FORWARD LOOKING STATEMENTS

Forward-Looking Statements

This Annual Report on Form 10-K (the “Report”), including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 regarding future events and the future results of MS Young Adventure Enterprise, Inc. and its consolidated subsidiaries (the “Company”) that are based on management’s current expectations, estimates, projections and assumptions about the Company’s business. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “sees,” “estimates” and variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements due to numerous factors, including, but not limited to, those discussed in, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 and elsewhere in this Report as well as those discussed from time to time in the Company’s other Securities and Exchange Commission filings and reports. In addition, such statements could be affected by general industry and market conditions. Such forward-looking statements speak only as of the date of this Report or, in the case of any document incorporated by reference, the date of that document, and we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this Report. If we update or correct one or more forward-looking statements, investors and others should not conclude that we will make additional updates or corrections with respect to other forward-looking statements.

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PART I

ITEM 1. BUSINESS.

Background

Corporate History and General Information

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.

In May 2018, the Company implemented a 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.

On March 10, 2021, Chunxia Jiang entered into a stock purchase agreement for the sale of 6,000,000 shares of common stock of the Company to Pearl Digital International Limited, an accredited investor, and resigned from all executive officer positions with the Company, including Chief Executive Officer and President, and as a member of the Board. Simultaneously, Mr. Fu Yong Nan was appointed as Chief Executive Officer, Chief Financial Officer, Secretary and sole Director.

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.

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.

Risks and Uncertainties facing the Company

As an early-stage company, the Company expects to experience losses in the near term. The Company needs to generate revenue or locate additional financing in order to continue its developmental plans. There is no guarantee that the Company will be able to identify sufficient numbers of customers to generate enough revenues to continue operations.

One of the biggest challenges facing the Company will be in securing adequate capital to fund to keep operation, including securing adequate capital to pay for operations and hiring service providers. Secondarily, a major challenge will be implementing effective sales and marketing strategies to reach the intended end customers. The Company has considered and devised its initial sales, marketing and advertising strategy; however, the Company will need to skillfully implement this strategy in order to achieve success in its business.

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In December 2019, an outbreak of a novel strain of coronavirus (COVID-19) originated in Wuhan, China, and has since spread to a number of other countries, including the United States. On March 11, 2020, the World Health Organization characterized COVID-19 as a pandemic. In addition, as of the time of the filing of this Annual Report on Form 10-K, several states in the United States have declared states of emergency, and several countries around the world, including the United States and China, have taken steps to restrict travel. The existence of a worldwide pandemic, the fear associated with COVID-19, or any, pandemic, and the reactions of governments in response to COVID-19, or any, pandemic, to regulate the flow of labor and products and impede the travel of personnel, may impact our ability to conduct normal business operations, which could adversely affect our results of operations and liquidity. Global health concerns, such as COVID-19, could also result in social, economic, and labor instability in the markets in which we operate. Any of these uncertainties could have a material adverse effect on our business, financial condition or results of operations.

Competition

MS Young Adventure Enterprise 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. MS Young offers a wide assortment of advisory services, ranging business planning consulting services, mergers and acquisitions advising, and marketing services. MS Young intends to play a pivotal role in standardizing and improving the marketing and operations of a diverse portfolio firms as a means to enable such firms to comply with the prevailing norms of the international market and gain market acceptance.

The management consulting industry is highly competitive. We compete with other numerous other firms, including larger regional, national and international firms that may have financial, operational, technical and marketing resources that exceed our own. These firms include, but are not limited to, firms such as Morgan Stanley, Wells Fargo & Company, Bank of America Corporation and Ameriprise Financial Inc. Competitive factors include the level of technical expertise and experience, industry reputation, quality of work, price, geographic presence, dependability, availability of skilled personnel and financial stability. Our management believes that we compete favorably with our competitors on the basis of these factors. There can be no assurance that our competitors will not develop the expertise, experience and resources to provide services that are superior in both price and quality to our services, or that we will be able to maintain or enhance our competitive position.

The Company also entered the encryption industry with its products Forceshield Mail, a fully-featured secure email service and ForceShield VPN, a state-of-the-art encrypted VPN service. The e-mail encryption industry is a highly-competitive one. The major players in this industry include Trend Micro, Cisco, Sophos, Zoho Mail and BAE Systems. We are in competition with these firms, as well as numerous others that may have financial, operational, technical and marketing resources that exceed our own. Competitive factors include the level of technical expertise and experience, industry reputation, quality and level of services provided, price, geographic presence, dependability, and level of customer support. Our management believes that we compete favorably with our competitors on the basis of these factors. There can be no assurance that our competitors will not develop the expertise, experience and resources to provide services that are superior in both price and quality to our services, or that we will be able to maintain or enhance our competitive position.

Employees

As of December 31, ~~2021,~~2022, the Company ~~had no employees.~~has one employee, Fu Yong Nan, our Chief Executive Officer and Chief Financial Officer.

ITEM 1A. RISK FACTORS

Smaller reporting companies are not required to provide the information required by this item.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES.

As of December 31, ~~2021,~~2022, the Company did not own or lease any properties.

ITEM 3. LEGAL PROCEEDINGS

AsFrom time to time, we may become involved in litigation relating to claims arising out of ~~December 31, 2021,~~our operations in the ~~Company was~~normal course of business. We are not involved in any pending legal proceeding or litigation and, to the best of our knowledge, no governmental authority is contemplating any proceeding to which we are a party and which would reasonably be likely to have a material adverse effect on our Company. To date, our Company has never been involved in litigation, as either a party or a witness, nor has our Company been involved in any ~~pending or threatened~~ legal ~~proceedings.~~proceedings commenced by any regulatory agency against our Company.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

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PART II.

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY; RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES

Market for Registrant’s Common Equity

There is currently no public market for the Company’s securities. At such time as it qualifies, the Company may choose to apply for quotation of its securities on one of the OTC markets. At this time there is no liquidity for the Company’s common shares.

~~Options and Warrants~~Holders

~~None of the shares of our common stock are subject to outstanding options or warrants.~~

~~Due From Related Party~~

At December 31, 2019, the Company had received payment for the full amount of the principal of its loan to 0731380 B.C. Limited, however accrued interest on the loan in the amount of $4,500 remained outstanding at December 31, 2019. This amount was repaid in December 2020 and the obligation is paid in full.

~~Status of Outstanding Common Stock~~

As of ~~December 31, 2021,~~March 20, 2023, we had a total of 6,731,667 shares of our common stock outstanding. 6,000,000 of these shares are currently held by Pearl Digital International Limited, who is the majority shareholder. We have not agreed to register any additional outstanding shares of our common stock under the Securities Act.

~~Holders~~

We have issued an aggregate of 6,731,667 shares of our common stock to forty-one (41) record holders.

Dividends

We have not paid any dividends to date and have no plans to do so in the immediate future.

Recent Sales of Unregistered Securities

~~On March 10, 2021, Chunxia Jiang entered into a stock purchase agreement for the sale of 6,000,000 shares of common stock of the Company to Pearl Digital International Limited.~~None

Purchases of Equity Securities

The Company has never purchased nor does it own any equity securities of any other issuer.

ITEM 6. SELECTED FINANCIAL DATA

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

12/31/21 12/31/20
Revenues $ - $ 32,000
Net Loss $ (67,640 ) $ (41,973 )
Net Loss Per Share, Basic and Diluted $ (0.01 ) $ (0.02 )
Weighted Average No. Shares, Basic and Diluted 6,731,667 6,731,667
Stockholders’ Equity (Deficit) $ (36,357 ) $ (6,420 )
Total Assets $ - $ 129,626
Total Liabilities $ 36,357 $ 136,046

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

This Management’s Discussion and Analysis of Financial Condition and Results of Operations contain certain forward-looking statements. Historical results may not indicate future performance. Our forward-looking statements reflect our current views about future events; are based on assumptions and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those contemplated by these statements. Factors that may cause differences between actual results and those contemplated by forward-looking statements include, but are not limited to, those discussed herein. We undertake no obligation to publicly update or revise any forward-looking statements, including any changes that might result from any facts, events, or circumstances after the date hereof that may bear upon forward-looking statements. Furthermore, we cannot guarantee future results, events, levels of activity, performance, or achievements

Basis of Presentation

The accompanying financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”).

Forward-Looking Statements

Statements in this management’s discussion and analysis of financial condition and results of operations contain certain forward-looking statements. To the extent that such statements are not recitations of historical fact, such statements constitute forward looking statements which, by definition, involve risks and uncertainties. Where in any forward-looking statements, if we express an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the statement of expectation or belief will result or be achieved or accomplished.

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Factors that may cause differences between actual results and those contemplated by forward-looking statements and are not limited to the following:

	●	the unprecedented impact of COVID-19 pandemic on our business, customers, employees, subcontractors, consultants, service providers, stockholders, investors and other stakeholders;
	●·	general market and economic conditions;
	●·	our ability to acquire customers;
	●·	our ability to meet the volume and service requirements of our customers;
	●·	industry consolidation, including acquisitions by us or our competitors;
	●·	success in developing new products;
	●·	timing of our new product introductions;
	●·	new product introductions by competitors;
	●·	the ability of competitors to more fully leverage low-cost geographies for manufacturing or distribution;
	●·	product pricing, including the impact of currency exchange rates;
	●·	effectiveness of sales and marketing resources and strategies;
	●·	adequate manufacturing capacity and supply of components and materials;
	●·	strategic relationships with suppliers;
	●·	product quality and performance;
	●·	protection of our products and brand by effective use of intellectual property laws;
	●·	the financial strength of our competitors;
	●·	the outcome of any future litigation or commercial dispute;
	●·	barriers to entry imposed by competitors with significant market power in new markets; and
	●·	government actions throughout the world.

You should not rely on forward-looking statements in this document. This management’s discussion contains forward looking statements that involve risks and uncertainties. We use words such as “anticipates,” “believes,” “plans,” “expects,” “future,” “intends,” and similar expressions to identify these forward-looking statements. Prospective investors should not place undue reliance on these statements, which apply only as of the date of this document. Our actual results could differ materially from those anticipated in these forward-looking statements.

Critical Accounting Policies and Estimates

The following discussions are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States.

Going Concern Considerations

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, which contemplate continuation of our Company as a going concern. We currently have no revenues, have incurred net losses, and have an accumulated deficit of ~~$376,632~~$432,084 as of December 31, ~~2021.~~2022. The continuation of our Company as a going concern is dependent upon our ability to raise equity or debt financing, and the attainment of profitable operations from our encryption services. There are no assurances that we will be successful in obtaining sufficient capital to continue as a going concern. If our working capital needs are not met and we are unable to obtain adequate capital, we could be forced to cease operations.

Use of Estimates and Assumptions

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

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Recently Issued Accounting Standards

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position and result of operations.

Trends and Uncertainties

Demand for our products is dependent on general economic conditions, which are cyclical in nature. Because a major portion of our activities are the receipt of revenues from our services and products, our business operations may be adversely affected by competitors and prolonged recessionary periods.

There are no other known trends, events or uncertainties that have, or are reasonably likely to have, a material impact on our short-term or long-term liquidity. Sources of liquidity will come from the sale of our products and services. There are no material commitments for capital expenditure at this time. There are no trends, events or uncertainties that have had or are reasonably expected to have a material impact on the net sales or revenues or income from continuing operations. There are no significant elements of income or loss that do not arise from the registrant’s continuing operations. There are no other known causes for any material changes from period to period in one or more line items of our financial statements.

Impact of COVID-19

During the year 2020, the effects of a new coronavirus (“COVID-19”) and related actions to attempt to control its spread began to impact our business. The impact of COVID-19 on our operating results for the year ended December 31, ~~2021~~2022 was limited, in all material respects, due to the government mandated numerous measures, including closures of businesses, limitations on movements of individuals and goods, and the imposition of other restrictive measures, in its efforts to mitigate the spread of COVID-19 within the country.

On March 11, 2020, the World Health Organization designated COVID-19 as a global pandemic. Governments around the world have mandated, and continue to introduce, orders to slow the transmission of the virus, including but not limited to shelter-in-place orders, quarantines, significant restrictions on travel, as well as work restrictions that prohibit many employees from going to work. Uncertainty with respect to the economic effects of the pandemic has introduced significant volatility in the financial markets.

Results of Operations

Year Ended December 31, ~~2021~~2022 compared to December 31, ~~2020~~2021

The following table summarizes the results of our operations during the fiscal years ended December 31, ~~2021~~2022 and ~~2020,~~2021, respectively, and provides information regarding the dollar and percentage increase or (decrease) from the current 12-month period to the prior 12-month period:

Line Item 12/31/21 12/31/20 Increase
(Decrease) Percentage
Increase
(Decrease)

Revenues $ - $ 32,000 $ (32,000 ) (100.0 )%
Operating expenses 67,579 129,181 (61,602 ) (47.7 )%
Other expense 61 - 61 Inf.
Net loss (67,640 ) (105,426 ) (37,786 ) (35.8 )%
Loss per share of common stock (0.01 ) (0.02 ) 0.01 100.0 %

	Year Ended
	December 31,						Changes
	2022			2021			Amount			%

Operating Expenses	$	(54,044	)	$	(67,579	)	$	13,535		(20%)
Other Expenses		(1,408	)		(61	)		(1,347	)	2208%
Net Loss	$	(55,452	)	$	(67,640	)	$	12,188		(18%)

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~~During~~The Company incurred net loss of $55,452 during the year ended December 31, ~~2021, we had revenues of $0,~~2022 as compared to ~~revenues of $32,000 for the year ended December 31, 2020, a decrease of $32,000. The decrease was mainly attributable to decreased business.~~

Operating expenses totaled $67,579 for the year ended December 31, 2021, compared to $129,181 for the year ended December 31, 2020, a decrease of $61,602. The decrease is mainly due to a lower level of operations$67,640 during the year ended December 31, 2021. The decrease in net loss was due to the decrease in operating expense.

We ~~recorded~~recognized no revenues for the years ended December 31, 2022 and 2021.

Operating expenses decreased from $67,579 during the year ended December 31, 2021 to $54,044 during the year ended December 31, 2022 due to the decrease in professional fees and general and administrative expenses.

Liquidity and Capital Resources

Working Capital

	As of			As of
	December 31,			December 31,			Changes
	2022			2021			Amount			%

Current Assets	$	-		$	-		$	-			-
Current Liabilities	$	90,514		$	35,062		$	55,452			158.2	%
Working Capital Deficiency	$	(90,514	)	$	(35,062	)	$	(55,452	)		158.2	%

As at December 31, 2022 and 2021, our Company had no cash and assets.

Our current liabilities increased from $35,062 as of December 31, 2021 to $90,514 as of December 31, 2022 mainly due to the increase in promissory note payable for payment made to vendors for operation expenses on behalf of the Company.

As at December 31, 2022, our Company had a working capital deficiency of $90,514 compared with a working capital deficiency of $35,062 as at December 31, 2021. The increase in working capital deficit was primarily due to an increase in promissory note payable.

Cash Flows

	Year Ended
	December 31,					Changes
	2022		2021			Amount		%

Cash flows used in operating activities	$	-	$	(11,899	)	$	11,899	(100%)
Net changes in cash	$	-	$	(11,899	)	$	11,899		-

Cash Flow from Operating Activities

We have not generated positive cash flow from operating activities. During the year ended December 31, 2022, net cash used in operating activities was $0 compared to $11,899 used during the year ended December 31, 2021.

Cash flows used in operating activities during the year ended December 31, 2022, comprised of a net loss of $55,452, which was reduced by an increase in accounts payable and accrued liabilities of $54,043 and an increase in accrued interest of $1,409.

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Cash flows used in operating activities during the year ended December 31, 2021, comprised of a net loss of $67,640, ~~for the fiscal year ended December 31, 2021 as compared with~~which was reduced by a ~~net loss~~decrease in accounts receivable of ~~$105,426 for the fiscal year ended December 31, 2020 due primarily to~~$16,000, a ~~lower level~~decrease in other receivable of ~~operations.~~

~~Liquidity~~$38,274, an increase in accounts payable and ~~Capital Resources~~

Asaccrued liabilities of ~~December 31, 2021, we had total assets of $0, negative working capital of $36,357~~$1,406 and an ~~accumulated stockholders’ deficit~~increase in accrued interest of $376,632. Our operating activities used $0 in cash for the fiscal year ended December 31, 2021, while our operations used $50,320 cash in the fiscal year ended December 31, 2020. Our revenues were $0 in the fiscal year ended December 31, 2021 compared to revenues of $32,000 in the fiscal year ended December 31, 2020.$61.

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.

~~In the year ended December 31, 2020, the Company made loan repayments to a related party in the amount of $4,500.~~

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.

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.

ITEM 7A. 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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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

~~Set forth below are the audited financial statements for the Company for the fiscal years ended December 31, 2021 and 2020 and the reports thereon of BFBorgers CPA PC.~~

MS YOUNG ADVENTURE ENTERPRISE, INC.

AUDITED FINANCIAL STATEMENTS

DECEMBER 31, 2022 AND 2021

		Page

Balance Sheets		F-2

Statements of Operations and Comprehensive Loss		F-3

Statements of Changes in Stockholders’ Deficit		F-4

Statements of Cash Flows		F-5

Notes to the Financial Statements		F-6

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Report of Independent Registered Public Accounting Firm ~~(PCAOB ID~~ ~~5041~~)

To the shareholders and the board of directors of MS Young Adventure Enterprise, Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of MS Young Adventure Enterprise, Inc. (the ~~“Company”~~"Company") as of December 31, ~~2021~~2022 and ~~2020,~~2021, the related statements of operations, ~~stockholders’~~stockholders' equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the ~~“financial statements”~~"financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, ~~2021~~2022 and ~~2020,~~2021, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company’s minimal activities raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the ~~Company’s~~Company's management. Our responsibility is to express an opinion on the ~~Company’s~~Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ~~(“PCAOB”~~("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

/s/ BF Borgers CPA PC

BF Borgers CPA PC (PCAOB ID 5041)

We have served as the ~~Company’s~~Company's auditor since ~~2020~~2021

Lakewood, CO

~~February 23, 2022~~March 24, 2023

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Table of Contents

MS YOUNG ADVENTURE ENTERPRISE, INC.

Audited Balance Sheets

December 31
2021 2020

ASSETS
Current assets
Cash $ - $ 11,899
Accounts receivable - 16,000
Other receivable, net - 38,274
Total current assets - 66,173
Total assets $ - $ 66,173

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable $ 5,595 $ 33,595
Accrued interest 61 -
Promissory note payable 29,406 -
Due to related party - 102,451
Total current liabilities 35,062 136,046

Stockholders’ deficit
Preferred stock, $0.0001 par value; 20,000,000 shares authorized; NaN issued and outstanding at December 31, 2021, and 2020 - -
Common stock, $0.0001 par value; 100,000,000 shares authorized; 6,731,667 issued and outstanding at December 31, 2021, and 2020 673 673
Additional paid-in capital 340,897 238,446
Accumulated deficit (376,632 ) (308,992 )
Total stockholders’ deficit (35,062 ) (69,873 )
Total liabilities and stockholders’ deficit $ - $ 66,173

	December 31, 2022			December 31, 2021
ASSETS

TOTAL ASSETS	$	-		$	-

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and accrued liabilities	$	5,959		$	5,595
Accrued interest		1,470			61
Promissory note payable		83,085			29,406
Total Current Liabilities		90,514			35,062

Total Liabilities		90,514			35,062

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		(432,084	)		(376,632	)
Total Stockholders’ Deficit		(90,514	)		(35,062	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	-		$	-

(The accompanying notes are an integral part of these audited financial ~~statements)~~statements

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MS YOUNG ADVENTURE ENTERPRISE, INC.

Audited Statements of Operations

For the years ended December 31
2021 2020

Revenue $ - $ 32,000
Cost of revenue - 8,245
Gross profit - 23,755

Operating expenses 67,579 129,181

Operating loss (67,579 ) (105,426 )

Other income (expense)
Interest expense (61 ) -
Total other income (expense) (61 ) -

Loss before income taxes (67,640 ) (105,426 )
Income tax expense - -
Net loss $ (67,640 ) $ (105,426 )

Loss per share - basic and diluted $ (0.01 ) $ (0.02 )
Weighted average shares - basic and diluted 6,731,667 6,731,667

For the Years Ended December 31, 2022 and 2021

(

Year Ended

December 31,

2022

2021

OPERATING EXPENSES

General and administrative expenses

$ 43,044

$ 67,579

Software development

11,000

-

Total Operating Expenses

54,044

67,579

Loss from operations

(54,044 )

(67,579 )

OTHER EXPENSES

Interest expense

(1,408 )

(61 )
Other expenses

(1,408 )

(61 )

Loss before income taxes

(55,452 )

(67,640 )
Provision for income taxes

-

-

NET LOSS

$ (55,452 )

$ (67,640 )

NET LOSS PER SHARE: BASIC AND DILUTED

$ (0.01 )

$ (0.01 )
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED

6,731,667

6,731,667

The accompanying notes are an integral part of these audited financial ~~statements)~~statements

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Table of Contents

MS YOUNG ADVENTURE ENTERPRISE, INC.

Audited Statements of Stockholders’ ~~Equity (Deficit)~~Deficit

For the Years Ended December 31, ~~2021~~2022 and ~~2020~~2021

Common Stock Additional Accumulated Stockholders’
Shares Amount Paid-in Capital Deficit Equity (Deficit)

Balance, December 31, 2020 6,731,667 $ 673 $ 238,446 $ (308,992 ) $ (69,873 )
Balance 6,731,667 $ 673 $ 238,446 $ (308,992 ) $ (69,873 )
Forgiveness of debt - - 102,451 - 102,451
Net loss - - - (67,640 ) (67,640 )

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

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

Balance - December 31, 2020		6,731,667	$	673	$	238,446	$	(308,992	)	$	(69,873	)
Forgiveness of related party loan		-		-		102,451		-			102,451
Net loss		-		-		-		(67,640	)		(67,640	)
Balance - December 31, 2021		6,731,667	$	673	$	340,897	$	(376,632	)	$	(35,062	)

Net loss		-		-		-		(55,452	)		(55,452	)
Balance - December 31, 2022		6,731,667	$	673	$	340,897	$	(432,084	)	$	(90,514	)

Common Stock Additional Accumulated Stockholders’
Shares Amount Paid-in Capital Deficit Equity (Deficit)

Balance, December 31, 2019 6,731,667 $ 673 $ 238,446 $ (203,566 ) $ 35,553
Balance, 6,731,667 $ 673 $ 238,446 $ (203,566 ) $ 35,553
Net loss - - - (105,426 ) (105,426 )

Balance, December 31, 2020 6,731,667 $ 673 $ 238,446 $ (308,992 ) $ (69,873 )
Balance 6,731,667 $ 673 $ 238,446 $ (308,992 ) $ (69,873 )

(The accompanying notes are an integral part of these audited financial ~~statements)~~statements

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MS YOUNG ADVENTURE ENTERPRISE, INC.

Audited Statements of Cash Flows

For the years ended December 31
2021 2020

OPERATING ACTIVITIES
Net loss $ (67,640 ) $ (105,426 )
Non-cash adjustments to reconcile net loss to net cash:
Accounts payable paid by third party (28,000 ) -
Overhead paid directly to vendors by third party 29,406 -
Overhead paid directly to vendors by related party (102,451 ) -
Impairment of assets 66,173 -
Forgiveness of debt 102,451 -
Bad debt expenses - 63,453
Changes in operating assets and liabilities:
Account receivable - (16,000 )
Other receivable - (10,018 )
Accounts payable and accrued liabilities 61 17,508
Other payable - 163
Net cash used in operating activities - (50,320 )

INVESTING ACTIVITIES
Net proceeds loaned to a related party - 4,500
Net cash provided by investing activities - 4,500

FINANCING ACTIVITIES
Cash retained by lender (11,899 ) -
Net cash used in financing activities (11,899 ) -

Net change in cash (11,899 ) (45,820 )

Cash, beginning of the period 11,899 57,719
Cash, end of the period $ - $ 11,899

SUPPLEMENTAL DISCLOSURES:
Cash paid during the period for:
Income tax $ - $ -
Interest $ - $ -

For the Years Ended December 31, 2022 and 2021

(

Year Ended

December 31,

2022

2021

CASH FLOWS FROM OPERATING ACTIVITIES

Net loss

$ (55,452 )

$ (67,640 )
Changes in operating assets and liabilities:

Accounts receivable

-

16,000

Other receivable, net

-

38,274

Accounts payable and accrued liabilities

54,043

1,406

Accrued interest

1,409

61

Net cash used in operating activities

-

(11,899 )

Net change in cash and cash equivalents

-

(11,899 )
Cash and cash equivalents - beginning of period

-

11,899

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

$ 53,679

$ 29,406

Forgiveness of related party loan

$ -

$ 102,451

The accompanying notes are an integral part of these audited financial ~~statements)~~statements

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MS YOUNG ADVENTURE ENTERPRISE, INC.

Notes to the Audited Financial Statements

December 31, 2022 and 2021

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.

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

The outbreak of COVID19 coronavirus in China and Asia starting from the beginning of 2020 has resulted delay for our business. The Company followed the restrictive measures implemented in China, by suspending contacting clients or contacting clients remotely during February and March 2020. The Company gradually resumed contacting clients in person starting in April 2020. The recent developments of COVID 19 ~~are expected to result~~has resulted in the Company’s lower revenue and net ~~income in 2020.~~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.

BASIS OF PRESENTATION

The ~~summary of significant accounting policies presented below is designed to assist~~accompanying financial statements have been prepared in ~~understanding the Company’s financial statements. These accounting policies conform to~~accordance with generally accepted accounting principles ~~generally accepted~~ in the United States of ~~America (“GAAP”) in all material respects and have been consistently applied in preparing the accompanying financial statements.~~America. The Company’s year end is December 31.

USE OF ESTIMATES

The preparation of ~~unaudited~~ financial statements in conformity with ~~GAAP~~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 of the financial statements and the reported ~~amounts~~amount of revenues and expenses during the reporting ~~periods.~~period. Actual results could differ from those estimates.

~~CASH~~RECLASSIFICATIONS

~~Cash includes petty cash~~Certain prior period amounts have been reclassified to conform with the current period presentation. The reclassification had no impact on ~~hand~~net loss and ~~cash on deposit at banking institutions, which are liquid and are unrestricted as to withdrawal or use.~~financial position.

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Table of Contents

FAIR VALUE OF FINANCIAL INSTRUMENTS

~~ACCOUNTS RECEIVABLE~~

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:

~~Accounts receivables~~

Level 1 - inputs to the valuation methodology are ~~recognized~~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 ~~carried at original amount less an estimated allowance~~liabilities in active markets, and inputs that are observable for ~~uncollectible accounts.~~ 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 ~~usually grants credit~~accounts for all software and development costs in accordance with ASC 985-20 – Software. Accordingly, all costs incurred prior to customers with good credit standing with a maximum of one year and determines the adequacy of reserves for doubtful accounts based on individual account analysis and historical collection trends. The Company establishes a provision for doubtful receivables when there is objective evidence that the Company may not be able to collect amounts due. The allowance is based on management’s best estimates of specific losses on individual exposures, as well as a provision on historical trends of collections. The provision is recorded against other receivable balances, with a corresponding charge recorded in the consolidated statements of income and comprehensive income. Actual amounts received may differ from management’s estimate of credit worthiness and the economic environment. Delinquent account balances are written-off against the allowance for doubtful accounts after management has determined that the likelihood of collection is not probable.

~~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~~establishing technological feasibility have been expensed. As of December 31, 2022, 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 December 31, 2022 and 2021, ~~and 2020, respectively. These receivables are due on demand, interest free, and without collateral.~~ there were no dilutive potential common shares.

INCOME TAXES

The Company ~~estimated the uncollectable amount and wrote off $~~0 ~~and $42,099~~ ~~as bad debt~~accounts for ~~the year ended December 31, 2021 and 2020.~~

~~RECENT ACCOUNTING PRONOUNCEMENTS~~

~~Recent accounting pronouncements issued by the~~income taxes pursuant to 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.

~~REVENUE RECOGNITION~~

The Company adopted Accounting Standards Codification (“ASC”) 606. ASC 606, Revenue from Contracts with Customers, establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts to provide goods or services to customers. The core principle requires an entity to recognize revenue to depict the transfer of services to customers in an amount that reflects the consideration that it expects to be entitled to receive in exchange for those services recognized as performance obligations are satisfied.

~~The Company has assessed the impact of the guidance by performing the following five steps analysis:~~

~~Step 1: Identify the contract~~

~~Step 2: Identify the performance obligations~~

~~Step 3: Determine the transaction price~~

~~Step 4: Allocate the transaction price~~

~~Step 5: Recognize revenue~~

For the years ended December 31, 2021 and 2020, the Company recognized revenue from providing consulting services, for which the Customer makes full payment at time of service purchase. The Company does not offer customers right of refund for service purchased.

~~INCOME TAXES~~

~~Under~~ ASC 740 ~~“Income Taxes,~~“Income Taxes.” Pursuant to ASC 740, deferred income taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences, and operating loss carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the ~~future tax consequences attributable to temporary~~ differences between the ~~financial statement carrying~~reported amounts of ~~existing~~ assets and liabilities and their ~~respective~~ tax bases. Deferred tax assets ~~and liabilities~~ are ~~measured using enacted tax rates expected to apply to taxable income~~reduced by a valuation allowance when, in the ~~years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when~~opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. AsThe provision for income taxes represents the tax expense for the period, if any, and the change during the period in deferred tax assets and liabilities. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

ASC 740 also provides criteria for the recognition, measurement, presentation and disclosure of uncertain tax positions. Under ASC 740, the impact of an uncertain tax position on the income tax return may only be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. At December 31, ~~2020~~2022 and ~~2019,~~2021, there were no ~~deferred taxes due to~~unrecognized tax benefits (see Note 5).

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 ~~uncertainty of the realization of net operating loss or carry forward prior to expiration.~~Company’s financial statements.

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Table of Contents

~~LOSS PER COMMON SHARE~~

Basic loss per common share excludes dilution and is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted loss per common share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the loss of the entity. As of December 31, 2020 and 2019, there are no outstanding dilutive securities.

~~FAIR VALUE OF FINANCIAL INSTRUMENTS~~

The Company follows ASC 825-10 guidance for accounting for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements on a recurring basis. Additionally, the Company adopted ASC 825-10 guidance for fair value measurement related to nonfinancial items that are recognized and disclosed at fair value in the financial statements on a nonrecurring basis. ASC 825-10 requires certain disclosures regarding the fair value of financial instruments. The ASC 825-10 guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level fair value hierarchy prioritizes the inputs used to measure fair value. The hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:

~~Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.~~

~~Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.~~

~~Level 3 inputs are unobservable inputs for the asset or liability.~~

~~The carrying amounts of financial assets such as cash, other receivable, accounts payable and accrued liabilities approximate their fair values because of the short maturity of these instruments.~~

NOTE 2 - GOING CONCERN

The Company has generated minimal revenue since inception to date and ~~has sustained operating losses~~accumulated deficit of $~~376,632~~$432,084 through the year ended December 31, 2021. As a result of the management and control changes, the Stock Purchase Agreement, signed on March 10, 2021 the Company impaired all of its existing assets. That agreement also required the repayment of all existing liabilities, some of which activity is yet to be verified.2022. These ~~activities~~factors among others raise ~~additional~~substantial doubt about ~~the Company’s~~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.

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 These financial statements do not include any adjustments to ~~reflect the possible future effects on~~ the recoverability and classification of ~~assets or the~~recorded asset amounts and ~~classifications~~classification of liabilities that ~~may result~~might be necessary should the Company be unable to continue as a going concern.

~~F-8~~

~~In order~~Management believes that the current actions to ~~maintain~~obtain additional funding and implement its ~~current level of operations,~~strategic plans provide the opportunity for the Company to continue as a going concern. There are no assurances that additional funds 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~~be available when needed from any ~~third parties for the purchase of its equity. If the Company is unable to acquire additional working capital, it~~source or, if available, will be ~~required~~available on terms that are acceptable to ~~significantly reduce its current level of operations.~~us.

NOTE 3 – ~~ACCOUNTS RECEIVABLE~~PROMISSORY NOTE PAYABLE

		December 31,		December 31,
	Expiry Date	2022		2021
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		-
Promissory Note - June 2022	12/31/2023		8,645		-
Promissory Note - September 2022	12/31/2023		9,755		-
Promissory Note - December 2022	12/31/2023		20,935		-
			83,085		29,406
Less: non-current portion			-		-
Current portion		$	83,085	$	29,406

~~Accounts receivable amount to $~~0 ~~and $16,000~~ ~~as of December 31, 2021, and 2020, respectively. Accounts receivable comprise amounts due to the Company for providing consulting services.~~

~~NOTE 4 –~~ ~~OTHER RECEIVABLE~~

~~Other receivable represents professional fees the Company paid on behalf of its clients. These payments are due on demand, interest free, and without collateral.~~ ~~There were~~ no ~~receivables on December 31, 2021. The Company estimated the uncollectable amount and reserved $63,453~~ ~~as allowance for other receivable for~~During the year ended December 31, ~~2020.~~

~~NOTE 5 -~~ ~~ACCOUNTS PAYABLE AND ACCRUED LIABILITIES~~

~~Accounts payable~~2022 and ~~accrued liabilities mainly are accrued professional fees. Amounts totaling $5,595~~ ~~which were to be written off in accordance with the Stock Purchase Agreement of March 10, 2021 remain at December 31, 2021 as their write off has not yet been verified.~~

~~NOTE 6 –~~ ~~NOTE PAYABLES~~

~~Note payable mainly consists of expenses paid directly to the vendors by a non-related party. On October 1,~~ 2021, the Company ~~entered into a~~issued promissory ~~note with Wang Xi Chen, a non-related~~notes of $53,679 and $29,406 to an unaffiliated party for ~~the amount he paid~~payment for operation expenses on behalf of the ~~company during the year of 2021 for the amount of $8,085~~.Company, respectively. The ~~note bears~~notes bear an interest of 3%3% per annum and mature on December 31, ~~2023. Subsequent to~~2023.

During the year ended December 31, 2022 and 2021, ~~on January 1, 2022,~~ the ~~Company entered into two promissory note with Wang Xi Chen for an amount~~interest expense of $~~17,691~~$1,409 and $~~3,630~~ ~~that he paid on behalf of the Company during the year of 2021. Both note bear an interest of~~ 3~~% and mature on~~ ~~December 31, 2023~~.$61 was incurred, respectively. As of December 31, 2022 and 2021, accrued interest of $1,470 and ~~2020, the balance of note payable amounts $29,406~~ ~~and $~~0,$61, respectively.

NOTE 74 - ~~RELATED PARTIES~~EQUITY

~~Loan from a related party~~

~~As of December 31, 2021 and 2020, the related party payable amounts $~~0 ~~and $102,451~~. The unpaid portion of the related party loan, which had been entered into on December 1, 2018 and amended on February 28, 2019 was, by virtue of the Stock Purchase Agreement, forgiven and the balance, of $~~101,156, was written off as of March 10, 2021. On March 10, 2021 in connection with the change in control, the prior CEO has waived the related party payable to him for the amount of $1,295~~.

~~NOTE 8 -~~ ~~STOCKHOLDERS’ EQUITY (DEFICIT)~~

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.~~stock with par value of $0.0001.

~~There is~~ 0As of December 31, 2022 and 2021, there were no preferred stock issued and ~~outstanding~~outstanding.

As of December 31, 2022 and 2021, there were 6,731,667 shares of common stock issued and outstanding.

NOTE 5 – INCOME TAX

The Company provides for income taxes under ASC 740, “Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax basis of assets and liabilities and the tax rates in effect when these differences are expected to reverse. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.

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Table of Contents

The components of the Company’s deferred tax asset and reconciliation of income taxes computed at the statutory rate to the income tax amount recorded as of December 31, 2022 and 2021, are as follows:

	December 31,			December 31,
	2022			2021
Net operating loss carryforward	$	(432,084	)	$	(376,632	)
Statutory tax rate		21	%		21	%
Deferred tax asset		(90,738	)		(79,093	)
Less: Valuation allowance		90,738			79,093
Net deferred asset	$	-		$	-

As of December 31, 2022 the Company had approximately $432,000 in net operating losses (“NOLs”) that may be available to offset future taxable income. NOLs generated in tax years prior to December 31, 2017 can be carryforward for twenty years, whereas NOLs generated after December 31, 2017 can be carryforward indefinitely. In accordance with Section 382 of the U.S. Internal Revenue Code, the usage of the Company’s net operating loss carry forwards is subject to annual limitations following greater than 50% ownership changes. Tax returns for the years ended 2016 through 2022 are subject to review by the tax authorities.

NOTE 6 - RISKS AND UNCERTAINTIES

In early 2020, the World Health Organization declared the rapidly spreading coronavirus disease (COVID-19) outbreak a pandemic. This pandemic has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. The Company considered the impact of COVID-19 on the assumptions and ~~2020.~~

~~On April 7, 2018, prior CEO Zilin Wang transferred all~~estimates used and determined that there were no material adverse impacts on the Company’s results of ~~his~~ ~~6,000,000~~ ~~shares~~operations and financial position at December 31, 2022. The full extent of ~~Common Stock~~the future impacts of COVID-19 on the Company’s operations is uncertain. A prolonged outbreak could have a material adverse impact on financial results and business operations of the Company in the future. The Company is not aware of any specific event or circumstance that would require an update to ~~Chunxia Jiang in~~its estimates or judgments or a ~~private transaction. The shares represented~~ ~~92.3~~%revision of the carrying value of its assets or liabilities as of the date of issuance of these financial statements. These estimates may change, as new events occur and additional information is obtained.

NOTE 7 - SUBSEQUENT EVENTS

In accordance with ASC 855-10, the Company has analyzed its operations subsequent to the December 31, 2022 to the date these financial statements were 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.has determined that it does not have any material subsequent events to disclose in these financial statements.

~~On March 10, 2021 Chunxia Jiang, in a private transaction sold~~ ~~6,010,000~~ ~~common shares to, Pearl Digital International Limited, constituting a change in control.~~

~~NOTE 9 -~~ ~~SUBSEQUENT EVENT~~

~~On January 1, 2022, the Company entered into two promissory note with Wang Xi Chen, a non-related party for the amount he paid on behalf of the company during the year ended December 31, 2021 of $17,691~~ ~~and~~ ~~3,630. Both note bears an interest of~~ 3~~% per annum and mature on~~ ~~December 31, 2023~~.

F-9

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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

The Company’s management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedure include, without limitations, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

In accordance with Exchange Act Rules 13a-15 and 15d-15, an evaluation was completed by the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period covered by this Annual Report. Based on that evaluation, the Company’s sole officer concluded that the Company’s disclosure controls and procedures were not effective in providing reasonable assurance that the information required to be disclosed in the Company’s reports filed or submitted under the Exchange Act was recorded, processed, summarized, and reported within the time periods specified in the Commission’s rules and forms.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the company’s principal executive and principal financial officers and effected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:

●	Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;

●·	Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

●·	Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

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As of December 31, ~~2020,~~2022, management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.

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; and (3) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by our management in connection with the review of our financial statements for the year ended December 31, ~~2019.~~2012.

Management believes that the material weaknesses set forth in items (2) and (3) 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.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only the management’s report in this annual report.

Management’s Remediation Initiatives

Given the financial resources available to the Company, the Company is not in a position to institute any realistic remediation of the identified material weaknesses and other deficiencies and enhance our internal controls. As such time as the Company commences operations and has no financial resources to address and eliminate the identified weaknesses, we intend to take action to do so. Unfortunately, until the Company has such financial resources, the identified weaknesses will continue to exist.

Changes in Internal Control over Financial Reporting. During the last quarter of the Company’s fiscal year ended December 31, ~~2020,~~2022, there were no changes in the Company’s internal control over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Limitations on the Effectiveness of Controls. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within a company have been detected.

ITEM 9B. OTHER INFORMATION

None

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PART III.

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Set forth below is the name of our sole director and executive officer and all positions and offices that he held with us, the period during which he has served as such, and his business experience during at least the last five years.

Name

Positions Held

Fu Yong Nan

Chief Executive Officer, Chief Financial

Officer, Secretary, and Sole Director since

March 10, 2021

Fu Yong Nan. Fu Yong Nan has been the Senior Vice-President – Finance of Guangxi Sanhuan Enterprise Group Holding Co., Ltd. since June 2013. Mr. Fu earned a Bachelor of Science in Financial Management from Guangxi University of Science and Technology in 1990, and a Master’s Degree in Banking and Finance from Guangxi University in 1993.

Fu Yong Nan devotes approximately 25% of his business time to the affairs of the Company. The time Mr. Fu Yong Nan spends on the business affairs of the Company varies from week to week and is based upon the needs and requirements of the Company.

Audit Committee and Audit Committee Financial Expert

We do not currently have an audit committee financial expert, nor do we have an audit committee. Our entire board of directors, which currently consists of Mr. Fu Yong Nan, handles the functions that would otherwise be handled by an audit committee. We do not currently have the capital resources to pay director fees to a qualified independent expert who would be willing to serve on our board and who would be willing to act as an audit committee financial expert. As our business expands and as we appoint others to our board of directors, we expect that we will seek a qualified independent expert to become a member of our board of directors. Before retaining any such expert our board would make a determination as to whether such person is independent.

Section 16(a) Beneficial Ownership Reporting Compliance.

Section 16(a) of the Securities Act of 1934 requires the Company’s officers and directors, and greater than 10% stockholders, to file reports of ownership and changes in ownership of its securities with the Securities and Exchange Commission. Copies of the reports are required by SEC regulation to be furnished to the Company. Based on management’s review of these reports during the fiscal year ended December 31, ~~2021~~2022 all reports required to be filed were filed on a timely basis.

Code of Ethics

Our board of directors has adopted a code of ethics that our officers, directors and any person who may perform similar functions are subject to. Currently Mr. Fu Yong Nan is our only officer and our sole director, therefore, he is the only person subject to the Code of Ethics. If we retain additional officers in the future to act as our principal financial officer, principal accounting officer, controller or persons serving similar functions, they would become subject to the Code of Ethics. The Code of Ethics does not indicate the consequences of a breach of the code. If there is a breach, the board of directors would review the facts and circumstances surrounding the breach and take action that it deems appropriate, which action may include dismissal of the employee who breached the code. Currently, since Mr. Fu Yong Nan serves as the sole director and sole officer, he is responsible for reviewing his own conduct under the Code of Ethics and determining what action to take in the event of his own breach of the Code of Ethics.

ITEM 11. EXECUTIVE COMPENSATION.

No past officer or director of the Company has received any compensation and none is due or payable. Our sole current officer and director, Fu Yong Nan, does not receive any compensation for the services he renders to the Company, has not received compensation in the past, and is not accruing any compensation pursuant to any agreement with the Company. We currently have no formal written salary arrangement with our sole officer. Mr. Fu Yong Nan may receive a salary or other compensation for services that he provides to the Company in the future. No retirement, pension, profit sharing, stock option or insurance programs or other similar programs have been adopted by the Company for the benefit of the Company’s employees.

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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information ~~regarding beneficial~~concerning the number of shares of our common stock ~~ownership~~owned beneficially as of ~~February 18, 2022 of~~March 20, 2023 by: (i) ~~all persons~~each person (including any group) known to us to ~~be beneficial owners of~~own more than 5%five percent (5%) of any class of our ~~outstanding common stock;~~voting securities, (ii) ~~each director~~members of our ~~company~~Board of Directors, and or (iii) our executive ~~officers, and (iii) all of our officers and directors as a group. Each of~~officers. Unless otherwise indicated, the ~~persons in the table below has~~stockholder listed possesses sole voting and investment power ~~and sole dispositive power as~~with respect to ~~all of~~ the shares ~~shown as~~shown.

Name	Number of Shares Beneficially Owned(1)		Percent of Outstanding Shares(1)
Pearl Digital International Limited		6,166,667		91.6	%
717 Fulin Hotel, 1805 Heping Road, Luohu,
Shenzhen, China 518000

Officers and directors as a group (one person)		6,166,667		91.6	%

(1)

Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by ~~them, except as otherwise indicated.~~

Name
Number of Shares
Beneficially
Owned(1)

Percent of
Outstanding
Shares(1)

Pearl Digital International Limited 6,000,000 89.1 %
717 Fulin Hotel, 1805 Heping Road, Luohu,
Shenzhen, China 518000

Officers and directors as a group (one person) 6,000,000 89.1 %

~~(1)~~

~~For the purposes of this table,~~ a person ~~is deemed to have “beneficial ownership” of any shares of capital stock that such~~if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of ~~February 18, 2022. All percentages for common stock are calculated based upon a total~~the date as of ~~6,731,667~~which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as ~~of February 18, 2022, plus,~~shown in this table does not necessarily reflect the ~~case of~~person’s actual ownership or voting power with respect to the ~~person for whom the calculation is made, that~~ number of shares of common stock ~~that such person has the right to acquire within 60 days~~actually outstanding on March 20, 2023. As of ~~February 18, 2022.~~March 20, 2023, there were 6,731,667 shares of our Company’s common stock issued and outstanding.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

Certain Relationships and Related Transactions

On December 1, 2018 (and restructured on February 28, 2019), whereby MS Young advanced a loan to 0731380 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. 0731380 BC Ltd repaid the back interest of $4,500 prior to the end of December 2020.

Director Independence

As of December 31, ~~2021,~~2022, Fu Yong Nan was the sole director of the Company. Mr. Fu Yong Nan is not considered “independent” in accordance with rule 4200(a)(15) of the NASDAQ Marketplace Rules. We are not currently traded on NASDAQ and are therefore not required to comply with the NASDAQ Marketplace Rules.

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ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

~~AUDIT FEES~~

The aggregate fees billed ~~by our auditors, BFBorgers CPA PC was $[8000]~~for the most recently completed fiscal year ended December 31, 2022 and for fiscal year ended December 31, 2021 for professional services rendered by the principal accountant for the audit of our annual financial statements ~~for the fiscal year ended December 31, 2021~~ and ~~2020.~~

~~AUDIT-RELATED FEES~~

~~During the last two fiscal years, no fees were billed or incurred for assurance or related services by either of our auditors that were reasonably related to the audit or~~ review of the financial statements ~~reported above.~~included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:

Fee Category	Year Ended December 31, 2022		Year Ended December 31, 2021

Audit Fees	$	23,140	$	8,000
Audit-Related Fees		-		-
Tax Fees		-		-
All Other Fees		-		-
Total Fees	$	23,140	$	8,000

~~TAX FEES~~Audit committee policies & procedures

~~There were no tax preparation fees billed for the fiscal years ended December 31, 2021 or 2020.~~

~~ALL OTHER FEES~~

During the last two fiscal years, no other fees were billed or incurred for services by our auditors other than the fees noted above. Our board, acting as an audit committee, deemed the fees charged to be compatible with maintenance of the independence of our auditors.

~~THE BOARD OF DIRECTORS PRE-APPROVAL POLICIES~~

We do not currently have a ~~separate~~standing audit committee. ~~Our full board of directors performs the functions of an audit committee. Before an independent auditor is engaged~~The above services were approved by ~~us to render audit or non-audit services,~~ our ~~board of directors pre-approves the engagement.~~ Board of directors pre-approval of audit and non-audit services will not be required if the engagement for the services is entered into pursuant to pre-approval policies and procedures established by our board of directors regarding our engagement of the independent auditor, provided the policies and procedures are detailed as to the particular service, our board of directors is informed of each service provided, and such policies and procedures do not include delegation of our board of directors’ responsibilities under the Exchange Act to our management. Our board of directors may delegate to one or more designated members of our board of directors the authority to grant pre-approvals, provided such approvals are presented to the board of directors at a subsequent meeting. If our board of directors elects to establish pre-approval policies and procedures regarding non-audit services, the board of directors must be informed of each non-audit service provided by the independent auditor. Board of Directors pre-approval of non-audit services, other than review and attest services, also will not be required if such services fall within available exceptions established by the SEC. For the fiscal year ended December 31, 2021 and 2020, 100% of audit-related services, tax services and other services performed by our independent auditors were pre-approved by our board of directors.Directors.

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~~Our board has considered whether the services described above under the caption “All Other Fees”, which are currently none, is compatible with maintaining the auditor’s independence.~~

~~The board approved all fees described above.~~

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENTS

~~The following documents are filed as part of this 10-K:~~

~~1. FINANCIAL STATEMENTS~~

~~The following documents are filed in Part II, Item 8 of this annual report on Form 10-K:~~

●

(a)

~~Report~~

Financial Statements

	(1)	Financial statements for our Company are listed in the index under Item 8 of ~~B F Borgers CPA PC, Independent Registered Certified Public Accounting Firm for the fiscal years ended December 31, 2021 and 2020.~~this document.

	● (2)	~~Balance Sheets as of December 31, 2021 and 2020 (audited)~~ All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto.

(b)

Exhibits

	●	~~Statements of Operations for the years ended December 31, 2021 and 2020 (audited)~~

	●	~~Statements of Changes in Stockholders’ Equity for the period from December 31, 2019 to December 31, 2021 (audited)~~

	●	~~Statements of Cash Flows for the years ended December 31, 2021 and 2020 (audited)~~

	●	~~Notes to Financial Statements~~

~~2. FINANCIAL STATEMENT SCHEDULES~~

~~All financial statement schedules have been omitted as they are not required, not applicable, or the required information is otherwise included.~~

~~3. EXHIBITS~~

~~The exhibits listed below are filed as part of or incorporated by reference in this report.~~

Exhibit No.		Identification of Exhibit

31.1.		Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2.		Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of Officers pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		Inline XBRL Instance Document

101.SCH		Inline XBRL Taxonomy Extension Schema

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase

104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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SIGNATURES

~~SIGNATURES~~

Pursuant to the requirements of Section 13 or 15(d) of the 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)

	By	/s/ Fu Yong Nan
		Fu Yong Nan
		~~Sole~~ Director, ~~Chief Executive Officer, Chief Financial Officer~~CEO, CFO, and ~~Principal Accounting Officer~~Secretary

Date:

~~February 25, 2021~~

March 30, 2023

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the registrant and in the capacity and on the date indicated.

	By	/s/ Fu Yong Nan
		Fu Yong Nan
		~~Sole~~ Director, ~~Chief Executive Officer, Chief Financial Officer~~CEO, CFO, and ~~Principal Accounting Officer~~Secretary

Date:

~~February 25, 2021~~

March 30, 2023

	12/31/21			12/31/20
Revenues	$	-		$	32,000
Net Loss	$	(67,640	)	$	(41,973	)
Net Loss Per Share, Basic and Diluted	$	(0.01	)	$	(0.02	)
Weighted Average No. Shares, Basic and Diluted		6,731,667			6,731,667
Stockholders’ Equity (Deficit)	$	(36,357	)	$	(6,420	)
Total Assets	$	-		$	129,626
Total Liabilities	$	36,357		$	136,046