Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2023 | May 03, 2023 | |
Cover [Abstract] | ||
Entity Registrant Name | Ms Young Adventure Enterprise, Inc. | |
Entity Central Index Key | 0001693687 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | true | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Mar. 31, 2023 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2023 | |
Entity Ex Transition Period | false | |
Entity Common Stock Shares Outstanding | 6,731,667 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 000-55738 | |
Entity Incorporation State Country Code | DE | |
Entity Tax Identification Number | 81-4679061 | |
Entity Interactive Data Current | Yes | |
Entity Address Address Line 1 | 9169 W State St | |
Entity Address Address Line 2 | #3147 | |
Entity Address City Or Town | Garden City | |
Entity Address State Or Province | ID | |
Entity Address Postal Zip Code | 83714 | |
City Area Code | 208 | |
Local Phone Number | 639-9860 | |
Trading Symbol | MSYN | |
Security 12b Title | Common Stock, par value $0.0001 |
Balance Sheets
Balance Sheets - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash | $ 0 | $ 0 |
Total Current Assets | 0 | 0 |
TOTAL ASSETS | 0 | 0 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 5,845 | 5,959 |
Accrued interest | 2,084 | 1,470 |
Promissory note payable | 109,200 | 83,085 |
Total Current Liabilities | 117,129 | 90,514 |
Total Liabilities | 117,129 | 90,514 |
Stockholders' Deficit | ||
Preferred stock, par value $0.0001; 20,000,000 shares authorized, none shares issued and outstanding | 0 | 0 |
Common stock, par value $0.0001; 100,000,000 shares authorized, 6,731,667 shares issued and outstanding | 673 | 673 |
Additional paid-in capital | 340,897 | 340,897 |
Accumulated deficit | (458,699) | (432,084) |
Total Stockholders' Deficit | (117,129) | (90,514) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 0 | $ 0 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Balance Sheets | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 6,731,667 | 6,731,667 |
Common stock, shares outstanding | 6,731,667 | 6,731,667 |
Statements of Operations (unaud
Statements of Operations (unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
OPERATING EXPENSES | ||
General and administrative expenses | $ 26,000 | $ 14,344 |
Total Operating Expenses | 26,000 | 14,344 |
Loss from operations | (26,000) | (14,344) |
OTHER EXPENSES | ||
Interest expense | (615) | (215) |
Other expenses | (615) | (215) |
Loss before income taxes | (26,615) | (14,559) |
Provision for income taxes | 0 | 0 |
NET LOSS | $ (26,615) | $ (14,559) |
NET LOSS PER SHARE: BASIC AND DILUTED | $ 0 | $ 0 |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED | 6,731,667 | 6,731,667 |
Statements of Stockholders' Equ
Statements of Stockholders' Equity (Deficit) (unaudited) - USD ($) | Total | Common Stock | Additional Paid-In Capital | Retained Earnings (Accumulated Deficit) |
Balance, shares at Dec. 31, 2021 | 6,731,667 | |||
Balance, amount at Dec. 31, 2021 | $ (35,062) | $ 673 | $ 340,897 | $ (376,632) |
Net loss | (14,559) | $ 0 | 0 | (14,559) |
Balance, shares at Mar. 31, 2022 | 6,731,667 | |||
Balance, amount at Mar. 31, 2022 | (49,621) | $ 673 | 340,897 | (391,191) |
Balance, shares at Dec. 31, 2022 | 6,731,667 | |||
Balance, amount at Dec. 31, 2022 | (90,514) | $ 673 | 340,897 | (432,084) |
Net loss | (26,615) | $ 0 | 0 | (26,615) |
Balance, shares at Mar. 31, 2023 | 6,731,667 | |||
Balance, amount at Mar. 31, 2023 | $ (117,129) | $ 673 | $ 340,897 | $ (458,699) |
Statements of Cash Flows (unaud
Statements of Cash Flows (unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (26,615) | $ (14,559) |
Changes in operating assets and liabilities: | ||
Accounts receivable | 0 | |
Other receivable, net | 0 | |
Accounts payable and accrued liabilities | 26,001 | 14,559 |
Accrued interest | 614 | 0 |
Net cash used in operating activities | 0 | 0 |
Net change in cash and cash equivalents | 0 | 0 |
Cash and cash equivalents - beginning of period | 0 | 0 |
Cash and cash equivalents - end of period | 0 | 0 |
Supplemental Cash Flow Disclosures | ||
Cash paid for interest | 0 | 0 |
Cash paid for income taxes | 0 | 0 |
Supplemental Disclosures of Non-Cash Investing and Financing Activities | ||
Operating expenses paid by unaffiliated party | $ 26,115 | $ 14,344 |
NATURE OF OPERATIONS AND SUMMAR
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2023 | |
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 - NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES NATURE OF OPERATIONS MS Young Adventure Enterprise, Inc. (formerly “AllyMe Holding Inc,” and formerly “Rain Sound Acquisition Corporation”) (the “Company” or “MS Young”) was incorporated on December 7, 2016 under the laws of the state of Delaware. The Company engages in consulting services. On November 13, 2017, the Company changed the Company’s name to AllyMe Holding Inc. On August 6, 2019, the Company changed the Company’s name to MS Young Adventure Enterprise, Inc. The Company was a marketing and management consulting company that provides advisory services to companies located in Asia for the purpose of facilitating the competitiveness of those companies in the international market. The Company offers a wide assortment of advisory services, ranging from business planning consulting services, mergers and acquisitions advising, and marketing services. As of the date of this report, the Company has signed few clients. The outbreak of COVID19 coronavirus in China and Asia starting from the beginning of 2020 has resulted delay for our business. The Company followed the restrictive measures implemented in China, by suspending contacting clients or contacting clients remotely during February and March 2020. The Company gradually resumed contacting clients in person starting in April 2020. The recent developments of COVID 19 has resulted in the Company’s lower revenue and net income. Other financial impact could occur though such potential impact is unknown at this time. On March 10, 2021, new management acquired control and has begun to implement a new business model. On November 2, 2021, MS Young reported that it has entered the encryption industry with the beta launch of Forceshield Mail, a fully-featured secure e-mail service. ForceShield Mail (www.forceshieldmail.com) employs modern end-to-end encryption methods to ensure the privacy of users’ electronic communications, with an emphasis on accessibility and ease of use. The Company hopes to fill the growing demand for services that address the increasing need for Digital Privacy by developing and providing a suite of robust, easy-to-use solutions that will safeguard consumers’ private information. On November 22, 2021, MS Young also announced the beta launch of ForceShield VPN, a state-of-the-art encrypted VPN service that seeks to achieve synergy with the Company’s prior product, ForceShield Mail, to provide users with robust protection against privacy intrusions and other cyber-related crimes. BASIS OF PRESENTATION The accompanying unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. Notes to the unaudited interim financial statements that would substantially duplicate the disclosures contained in the audited financial statements for fiscal year 2022 have been omitted. This report should be read in conjunction with the audited financial statements and the footnotes thereto for the fiscal year ended December 31, 2022 included in the Company’s Form 10-K as filed with the Securities and Exchange Commission on March 30, 2023. USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. RECLASSIFICATIONS Certain prior period amounts have been reclassified to conform with the current period presentation. The reclassification had no impact on net loss and financial position. FAIR VALUE OF FINANCIAL INSTRUMENTS ASC 820, “Fair Value Measurements and Disclosures”, defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows: Level 1 - inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value. The carrying amounts of financial instruments such as accounts payable and promissory note payable approximate their fair values because of the short maturity of these instruments. SOFTWARE DEVELOPMENT The Company accounts for all software and development costs in accordance with ASC 985-20 – Software. Accordingly, all costs incurred prior to establishing technological feasibility have been expensed. As of March 31, 2023, none of the costs associated with software and development met the criteria for capitalization. NET INCOME (LOSS) PER SHARE Basic net income (loss) per share is computed by dividing net income (loss) available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted net income per share is computed similar to basic net income (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. If applicable, diluted net income per share assumes the conversion, exercise or issuance of all common stock instruments, such as convertible notes, unless the effect is to reduce a loss or increase earnings per share. As of March 31, 2023 and December 31, 2022 there were no dilutive potential common shares. RECENT ACCOUNTING PRONOUNCEMENTS Management has considered all recent accounting pronouncements issued. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements. |
GOING CONCERN
GOING CONCERN | 3 Months Ended |
Mar. 31, 2023 | |
GOING CONCERN | |
GOING CONCERN | NOTE 2 - GOING CONCERN The Company has generated minimal revenue since inception to date and accumulated deficit of $458,699 through the three months ended March 31, 2023. These factors among others raise substantial doubt about our ability to continue as a going concern. The Company’s continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations and/or obtaining additional financing from its members or other sources, as may be required. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Management believes that the current actions to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern. There are no assurances that additional funds will be available when needed from any source or, if available, will be available on terms that are acceptable to us. |
PROMISSORY NOTE PAYABLE
PROMISSORY NOTE PAYABLE | 3 Months Ended |
Mar. 31, 2023 | |
PROMISSORY NOTE PAYABLE | |
PROMISSORY NOTE PAYABLE | NOTE 3 – PROMISSORY NOTE PAYABLE March 31, December 31, Expiry Date 2023 2022 Promissory Note - October 2021 12/31/2023 $ 8,085 $ 8,085 Promissory Notes - December 2021 12/31/2023 21,321 21,321 Promissory Note - March 2022 12/31/2023 14,344 14,344 Promissory Note - June 2022 12/31/2023 8,645 8,645 Promissory Note - September 2022 12/31/2023 9,755 9,755 Promissory Note - December 2022 12/31/2023 20,935 20,935 Promissory Note - March 2023 12/31/2023 26,115 - 109,200 83,085 Less: non-current portion - - Current portion $ 109,200 $ 83,085 During the three months ended March 31, 2023 and 2022, the Company issued promissory notes of $26,115 and $14,344 an unaffiliated party for payment for operation expenses on behalf of the Company, respectively. The notes bear an interest of 3% per annum and mature on December 31, 2023. During the three ended March 31, 2023 and 2022, the interest expense of $615and $215 was incurred, respectively. As of March 31, 2023 and December 31, 2022, accrued interest of $2,084 and $1,470, respectively. |
EQUITY
EQUITY | 3 Months Ended |
Mar. 31, 2023 | |
EQUITY | |
EQUITY | NOTE 4 - EQUITY The Company is authorized to issue 100,000,000 shares of common stock with par value of $0.0001 and 20,000,000 shares of preferred stock with par value of $0.0001. As of March 31, 2023 and December 31, 2022, there were no preferred stock issued and outstanding. As of As of March 31, 2023 and December 31, 2022, there were 6,731,667 shares of common stock issued and outstanding. |
RISKS AND UNCERTAINTIES
RISKS AND UNCERTAINTIES | 3 Months Ended |
Mar. 31, 2023 | |
RISKS AND UNCERTAINTIES | |
RISKS AND UNCERTAINTIES | NOTE 5 - 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 estimates used and determined that there were no material adverse impacts on the Company’s results of operations and financial position at March 31, 2023. The full extent of 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 may |
NATURE OF OPERATIONS AND SUMM_2
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
NATURE OF OPERATIONS | MS Young Adventure Enterprise, Inc. (formerly “AllyMe Holding Inc,” and formerly “Rain Sound Acquisition Corporation”) (the “Company” or “MS Young”) was incorporated on December 7, 2016 under the laws of the state of Delaware. The Company engages in consulting services. On November 13, 2017, the Company changed the Company’s name to AllyMe Holding Inc. On August 6, 2019, the Company changed the Company’s name to MS Young Adventure Enterprise, Inc. The Company was a marketing and management consulting company that provides advisory services to companies located in Asia for the purpose of facilitating the competitiveness of those companies in the international market. The Company offers a wide assortment of advisory services, ranging from business planning consulting services, mergers and acquisitions advising, and marketing services. As of the date of this report, the Company has signed few clients. The outbreak of COVID19 coronavirus in China and Asia starting from the beginning of 2020 has resulted delay for our business. The Company followed the restrictive measures implemented in China, by suspending contacting clients or contacting clients remotely during February and March 2020. The Company gradually resumed contacting clients in person starting in April 2020. The recent developments of COVID 19 has resulted in the Company’s lower revenue and net income. Other financial impact could occur though such potential impact is unknown at this time. On March 10, 2021, new management acquired control and has begun to implement a new business model. On November 2, 2021, MS Young reported that it has entered the encryption industry with the beta launch of Forceshield Mail, a fully-featured secure e-mail service. ForceShield Mail (www.forceshieldmail.com) employs modern end-to-end encryption methods to ensure the privacy of users’ electronic communications, with an emphasis on accessibility and ease of use. The Company hopes to fill the growing demand for services that address the increasing need for Digital Privacy by developing and providing a suite of robust, easy-to-use solutions that will safeguard consumers’ private information. On November 22, 2021, MS Young also announced the beta launch of ForceShield VPN, a state-of-the-art encrypted VPN service that seeks to achieve synergy with the Company’s prior product, ForceShield Mail, to provide users with robust protection against privacy intrusions and other cyber-related crimes. |
BASIS OF PRESENTATION | The accompanying unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. Notes to the unaudited interim financial statements that would substantially duplicate the disclosures contained in the audited financial statements for fiscal year 2022 have been omitted. This report should be read in conjunction with the audited financial statements and the footnotes thereto for the fiscal year ended December 31, 2022 included in the Company’s Form 10-K as filed with the Securities and Exchange Commission on March 30, 2023. |
USE OF ESTIMATES | The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
RECLASSIFICATIONS | Certain prior period amounts have been reclassified to conform with the current period presentation. The reclassification had no impact on net loss and financial position. |
FAIR VALUE OF FINANCIAL INSTRUMENTS | ASC 820, “Fair Value Measurements and Disclosures”, defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows: Level 1 - inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value. The carrying amounts of financial instruments such as accounts payable and promissory note payable approximate their fair values because of the short maturity of these instruments. |
SOFTWARE DEVELOPMENT | The Company accounts for all software and development costs in accordance with ASC 985-20 – Software. Accordingly, all costs incurred prior to establishing technological feasibility have been expensed. As of March 31, 2023, none of the costs associated with software and development met the criteria for capitalization. |
NET INCOME (LOSS) PER SHARE | Basic net income (loss) per share is computed by dividing net income (loss) available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted net income per share is computed similar to basic net income (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. If applicable, diluted net income per share assumes the conversion, exercise or issuance of all common stock instruments, such as convertible notes, unless the effect is to reduce a loss or increase earnings per share. As of March 31, 2023 and December 31, 2022 there were no dilutive potential common shares. |
RECENT ACCOUNTING PRONOUNCEMENTS | Management has considered all recent accounting pronouncements issued. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements. |
PROMISSORY NOTE PAYABLE (Table)
PROMISSORY NOTE PAYABLE (Table) | 3 Months Ended |
Mar. 31, 2023 | |
PROMISSORY NOTE PAYABLE | |
Schedule of promissory note payable | March 31, December 31, Expiry Date 2023 2022 Promissory Note - October 2021 12/31/2023 $ 8,085 $ 8,085 Promissory Notes - December 2021 12/31/2023 21,321 21,321 Promissory Note - March 2022 12/31/2023 14,344 14,344 Promissory Note - June 2022 12/31/2023 8,645 8,645 Promissory Note - September 2022 12/31/2023 9,755 9,755 Promissory Note - December 2022 12/31/2023 20,935 20,935 Promissory Note - March 2023 12/31/2023 26,115 - 109,200 83,085 Less: non-current portion - - Current portion $ 109,200 $ 83,085 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
GOING CONCERN | ||
Accumulated deficit | $ (458,699) | $ (432,084) |
PROMISSORY NOTE PAYABLE (Detail
PROMISSORY NOTE PAYABLE (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Less: non-current portion | $ 0 | $ 0 |
Promissory Note [Member] | ||
Maturity date | Dec. 31, 2023 | |
Promissory note | $ 109,200 | 83,085 |
Promissory Note [Member] | October 2021 [Member] | ||
Maturity date | Dec. 31, 2023 | |
Promissory note | $ 8,085 | 8,085 |
Promissory Note [Member] | December 2021 [Member] | ||
Maturity date | Dec. 31, 2023 | |
Promissory note | $ 21,321 | 21,321 |
Promissory Note [Member] | March 2022 [Member] | ||
Maturity date | Dec. 31, 2023 | |
Promissory note | $ 14,344 | 14,344 |
Promissory Note [Member] | June 2022 [Member] | ||
Maturity date | Dec. 31, 2023 | |
Promissory note | $ 8,645 | 8,645 |
Promissory Note [Member] | September 2022 [Member] | ||
Maturity date | Dec. 31, 2023 | |
Promissory note | $ 9,755 | 9,755 |
Promissory Note [Member] | December 2022 [Member] | ||
Maturity date | Dec. 31, 2023 | |
Promissory note | $ 20,935 | 20,935 |
Promissory Note [Member] | March 2023 [Member] | ||
Maturity date | Dec. 31, 2023 | |
Promissory note | $ 26,115 | $ 0 |
PROMISSORY NOTE PAYABLE (Deta_2
PROMISSORY NOTE PAYABLE (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Interest expense | $ 615 | $ 215 |
Operating expenses paid by unaffiliated party | $ 26,115 | 14,344 |
Promissory Note [Member] | ||
Debt interest rate | 3% | |
Accrued interest | $ 2,084 | 1,470 |
Maturity date | Dec. 31, 2023 | |
Interest expense | $ 615 | 215 |
Operating expenses paid by unaffiliated party | $ 26,115 | $ 14,344 |
EQUITY (Details Narrative)
EQUITY (Details Narrative) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
EQUITY | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 6,731,667 | 6,731,667 |
Common stock, shares outstanding | 6,731,667 | 6,731,667 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Uncategorized Items - msyn_10q.
Label | Element | Value |
Promissory Note [Member] | ||
Promissory note payable | us-gaap_NotesPayableCurrent | $ 109,200 |
Promissory note payable | us-gaap_NotesPayableCurrent | $ 83,085 |