MS YOUNG ADVENTURE ENTERPRISE, INC. - 10-K/A - 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 as of December 31, 2021. 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.

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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.

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 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 compared to December 31, 2020

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

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

During the year ended December 31, 2021, we had revenues of $0, 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 during the year ended December 31, 2021. We recorded a net loss of $67,640 for the fiscal year ended December 31, 2021 as compared with a net loss of $105,426 for the fiscal year ended December 31, 2020 due primarily to a lower level of operations.

Liquidity and Capital Resources

As of December 31, 2021, we had total assets of $0, negative working capital of $36,357 and an accumulated stockholders' deficit 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.

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.

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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.

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