UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
☒
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended January
31, 2017
or
☐
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT 1934
For the transition period from ______to______
Commission file number: 333-209900
RIZZEN INC.
(Exact name of Company
as specified in its charter)
Nevada |
|
35-2544765 |
(State or Other Jurisdiction of |
|
(I.R.S. Employer |
Incorporation or Organization) |
|
Identification No.) |
Unit 04 7/F Bright Way Tower No. 33 |
|
|
Mong Kok Rd KL Hong Kong |
|
|
|
|
N/A |
(Address of Principal Executive Offices) |
|
(Zip Code) |
Company's telephone number, including
area code: 86-755-2218-4466
Securities registered pursuant to Section
12(b) of the Act: None
Securities registered pursuant to Section
12 (g) of the Act:
Common Stock, par value $0.001 per
share
(Title of class)
Indicate
by check mark if the Company is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
No ☒
Indicate
by check mark if the Company is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐
No ☒
Indicate
by check mark whether the Company (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the Company was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days. Yes ☒
No ☐
Indicate
by check mark whether the Company has submitted electronically and posted on its corporate web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405) during the preceding 12
months. Yes ☒ No
☐
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of Company'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 Company is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated
filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check
one):
Large accelerated filer ☐ |
Accelerated filer ☐ |
Non-accelerated filer ☐ (Do not check if a smaller reporting company) |
Smaller reporting company ☒ |
Indicate
by check mark whether the Company is a shell company (as defined in Rule 12b-2 of the Act) Yes ☒
No ☐
As of May 15, 2017, there were 7,285,000 shares of company's
common stock, par value $0.001 per share, outstanding of which 6,000,000 shares of common stock are held by affiliates.
TABLE OF CONTENTS
PART I |
|
|
Item 1. |
Business. |
4 |
Item 1A. |
Risk Factors. |
8 |
Item 1B. |
Unresolved Staff Comments. |
8 |
Item 2. |
Properties. |
8 |
Item 3. |
Legal Proceedings. |
8 |
Item 4. |
Mine Safety Disclosures. |
8 |
|
|
|
PART II |
|
|
Item 5. |
Market For Company's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. |
8 |
Item 6. |
Selected Financial Data. |
9 |
Item 7. |
Management's Discussion and Analysis of Financial Condition and Results of Operations. |
9 |
Item 7A. |
Quantitative and Qualitative Disclosures About Market Risk. |
12 |
Item 8. |
Financial Statements and Supplementary Data. |
12 |
Item 9. |
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. |
25 |
Item 9A. |
Controls and Procedures. |
25 |
Item 9B. |
Other Information. |
26 |
|
|
|
PART III |
|
|
Item 10. |
Directors, Executive Officers and Corporate Governance. |
27 |
Item 11. |
Executive Compensation. |
27 |
Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. |
28 |
Item 13. |
Certain Relationships and Related Transactions, and Director Independence. |
29 |
Item 14. |
Principal Accountant Fees and Services. |
29 |
|
|
|
PART IV |
|
|
Item 15. |
Exhibits and Financial Statement Schedules. |
30 |
PART I
Rizzen Inc. (the “Company”)
was incorporated in Nevada on October 21, 2015. Our principal executive offices are located at Unit 04 7/F Bright Way Tower No.
33, Mong Kok Rd KL Hong Kong. Our phone number is +86-755-2218-4466.
We are a development stage
company. Our prior business model was to provide vending and shipping services of electronic toys of various kinds manufactured
in the Republic of China and to distribute electronic kids toys of various price categories to both small and medium-sized vendors.
We intended on selling, importing, and marketing our business to European and North American markets.
On December 28, 2016 and
as reported on Form 8k filed December 30, 2016, the controlling shareholders of Rizzen Inc. (the “Company”), Alexander
Deshin and Shuisheng Zhu sold to JLJ Group Corporation Limited, a Hong Kong registered corporation, (“JLJ”) 6 million
shares of the Company’s restricted common stock which had previously been issued to Mr. Zhu and Mr. Deshin.
Following the change
of control, the Company is seeking to acquire, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization,
exchangeable share transaction or other similar business transaction with one or more operating businesses or assets that we have
not yet identified.
At present, we have
no employees. Our officers and directors are listed below.
Name |
|
Age |
|
Position |
Jin Na |
|
35 |
|
CEO and CFO |
Business of Issuer
The Company, based
on proposed business activities, is a "blank check" company. The U.S. Securities and Exchange Commission (the "SEC")
defines those companies as "any development stage company that is issuing a penny stock, within the meaning of Section 3(a)(51)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and that has no specific business plan or purpose,
or has indicated that its business plan is to merge with an unidentified company or companies." Under SEC Rule 12b-2 under
the Exchange Act, the Company also qualifies as a "shell company," because it has no or nominal assets (other than cash)
and no or nominal operations. Management does not intend to undertake any efforts to cause a market to develop in our securities,
either debt or equity, until we have successfully concluded a business combination.
The Company intends
to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being
a publicly held corporation. The Company's principal business is to achieve long-term growth potential through a combination with
a business rather than immediate, short-term earnings.
The analysis of
new business opportunities will be undertaken by or under the supervision of the Company's officer. As of the date of this Annual
Report, the Company has not entered into any agreement with any party regarding acquisition opportunities for the Company. The
Company has unrestricted flexibility in seeking, analyzing and participating in potential business opportunities. In its efforts
to analyze potential acquisition targets, the Company will consider the following kinds of factors:
● |
Potential for growth, indicated by new technology, anticipated market expansion or new products; |
● |
Competitive position as compared to other firms of similar size and experience within the industry segment as well as within the industry as a whole; |
● |
Strength and diversity of management, either in place or scheduled for recruitment; |
● |
Capital requirements and anticipated availability of required funds from the Company, from operations, through the sale of additional securities, through joint ventures or similar arrangements or from other sources; |
● |
The extent to which the business opportunity can be advanced; |
● |
The accessibility of required management expertise, personnel, raw materials, services, professional assistance and other required items; and |
● |
Other relevant factors. |
In applying the
foregoing criteria, no one of which will be controlling, management will attempt to analyze all factors and circumstances and make
a determination based upon reasonable investigative measures and available data. Potentially available acquisition opportunities
may occur in many different industries, and at various stages of development, all of which will make the task of comparative investigation
and analysis of such business opportunities extremely difficult and complex. Due to the Company's lack of capital to fund the investigation,
the Company may not discover or adequately evaluate adverse facts about the business to be acquired. In addition, we will be competing
against other entities that possess greater financial, technical and managerial capabilities for identifying and completing business
combinations. In evaluating a prospective business combination, we will conduct as extensive a due diligence review of potential
targets as possible given the lack of information that may be available regarding private companies, our limited personnel and
financial resources.
We expect that our
due diligence will encompass, among other things, meetings with the target business's incumbent management and inspection of its
facilities, as necessary, as well as a review of financial and other information which is made available to us. This due diligence
review will be conducted either by our management or by unaffiliated third parties we may engage. Our lack of funds and the lack
of full-time management will likely make it impracticable to conduct a complete and exhaustive investigation and analysis of a
target business before we consummate a business combination. Management decisions, therefore, will likely be made without detailed
feasibility studies, independent analysis, market surveys and the like which, if we had more funds available to us, would be desirable.
We will be particularly dependent in making decisions upon information provided by the promoters, owners, sponsors or other associated
with the target business seeking our participation.
The time and costs
required to select and evaluate a target business and to structure and complete a business combination cannot presently be ascertained
with any degree of certainty. Any costs incurred with respect to the indemnification and evaluation of a prospective business combination
that is not ultimately completed will result in a loss to us.
Additionally, the
Company is in a highly competitive market for a small number of business opportunities which could reduce the likelihood of consummating
a successful business combination. We are, and will continue to be, an insignificant participant in the business of seeking mergers
with, joint ventures with and acquisitions of small private and public entities. A large number of established and well-financed
entities, including small public companies and venture capital firms, are active in mergers and acquisitions of companies that
may be desirable target candidates for us. Nearly all these entities have significantly greater financial resources, technical
expertise and managerial capabilities than we do; consequently, we will be at a competitive disadvantage in identifying possible
business opportunities and successfully completing a business combination. These competitive factors may reduce the likelihood
of our identifying and consummating a successful business combination.
Form of Acquisition
The manner in which
the Company participates in an opportunity will depend upon the nature of the opportunity, the respective needs and desires of
the Company and the promoters of the opportunity, and the relative negotiating strength of the Company and such promoters.
It is likely
that the Company will acquire its participation in a business opportunity through the issuance of securities of the Company.
Although the terms of any such transaction cannot be predicted, it should be noted that in certain circumstances the criteria
for determining whether or not an acquisition is a so-called "tax free" reorganization under Section 368(a)(1) of
the Internal Revenue Code of 1986, as amended (the "Code") depends upon whether the owners of the acquired business
own 80% or more of the voting stock of the surviving entity. If a transaction were structured to take advantage of these
provisions rather than other "tax free" provisions provided under the Code, all prior stockholders would in such
circumstances retain 20% or less of the total issued and outstanding shares of the surviving entity. Under other
circumstances, depending upon the relative negotiating strength of the parties, prior stockholders may retain substantially
less than 20% of the total issued and outstanding shares of the surviving entity. This could result in substantial additional
dilution to the equity of those who were stockholders of the Company prior to such reorganization.
The Company does
not intend to supply disclosure to stockholders concerning a target company prior to the consummation of a business combination
transaction, unless required by applicable law or regulation. The Company will file a current report on Form 8-K, as required,
within four business days of a business combination which results in the Company ceasing to be a shell company. Such Form 8-K will
include complete disclosure of the target company, including audited financial statements.
The present stockholders
of the Company may not have control of a majority of the voting securities of the Company following a reorganization transaction.
As part of such a transaction, all or a majority of the Company's directors may resign and one or more new directors may be appointed
without any vote by the stockholders.
The Company intends
to search for a business combination by contacting various sources including, but not limited to, our affiliates, lenders, investment
banking firms, private equity funds, consultants and attorneys. The approximate number of persons or entities that will be contacted
is unknown and dependent on whether any opportunities are presented by the sources that we contact. It is anticipated that the
investigation of specific business opportunities and the negotiation, drafting and execution of relevant agreements, disclosure
documents and other instruments will require substantial management time and attention and substantial cost for accountants, attorneys
and others. If a decision is made not to participate in a specific business opportunity, the costs theretofore incurred in the
related investigation might not be recoverable. Furthermore, even if an agreement is reached for the participation in a specific
business opportunity, the failure to consummate that transaction may result in the loss to the Company of the related costs incurred.
We presently have
no employees. Our sole officer and director is engaged in outside business activities on a full-time basis. Our sole officer and
director anticipates that she will devote very limited time to our business until the acquisition of a successful business opportunity
has been identified. The specific amount of time that management will devote to the Company may vary from week to week or even
day to day, and therefore the specific amount of time that management will devote to the Company on a weekly basis cannot be ascertained
with any level of certainty. In all cases, management intends to spend as much time as is necessary to exercise its fiduciary duties.
Not required.
Item 1B. |
Unresolved Staff Comments. |
Not applicable.
The Company neither rents
nor owns any properties. The Company utilizes the office space and equipment of one of its stockholders at no charge.
Item 3. |
Legal Proceedings. |
To the knowledge of the
Company, there is no litigation currently pending or contemplated against us, any of our officers or directors in their capacity
as such or against any of our property.
Item 4. |
Mine Safety Disclosures. |
Not applicable.
Item 5. |
Market for Registrants' Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |
Market Information.
There is a limited public
market for our common shares. Our common shares are quoted on the OTCQB Sheets under the symbol “RZZN”. Trading in
stocks quoted on the OTCQB is often thin and is characterized by wide fluctuations in trading prices due to many factors that may
be unrelated to a company’s operations or business prospects. We cannot assure you that there will be a market in the
future for our common stock.
OTCQB securities are not
listed or traded on the floor of an organized national or regional stock exchange. Instead, OTCQB securities transactions are conducted
through a telephone and computer network connecting dealers in stocks. OTCQB issuers are traditionally smaller companies that do
not meet the financial and other listing requirements of a regional or national stock exchange.
Holders
As
of December 15, 2016, there were approximately thirty two (32) record holders of an aggregate of 7,285,000 shares of Common
Stock issued and outstanding.
Dividends
The
Company has not paid any cash dividends to date and does not anticipate or contemplate paying dividends in the foreseeable future.
It is the present intention of management to utilize all available funds for the development of the Company's business.
Item 6. |
Selected Financial Data. |
Not applicable.
Item 7. |
Management\'s Discussion and Analysis of Financial Condition and Results of Operation |
Forward-Looking Statements
This
Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section
21E of the Exchange Act. The words "believe," "expect," "anticipate," "project," "target,"
"optimistic," "intend," "aim," "will" or similar expressions are intended to identify forward-looking
statements. Such statements include, among others, those concerning our expected financial performance and strategic and operational
plans, as well as all assumptions, expectations, predictions, intentions or beliefs about future events. These statements are based
on the beliefs of our management as well as assumptions made by and information currently available to us and reflect our current
view concerning future events. As such, they are subject to risks and uncertainties that could cause our results to differ materially
from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, among many others: our
ability to consummate a successful business transaction; uncertainty of capital resources; the speculative nature of our business;
our ability to successfully implement new strategies; the loss of key personnel; any of the factors in the "Risk Factors"
section of this report; and any statements of assumptions underlying any of the foregoing. We assume no obligation and do not intend
to update these forward-looking statements, except as required by law.
By
their nature, all forward looking statements involve risk and uncertainties. All phases of the Company's operations involve risks
and uncertainties, many of which are outside of the Company's control, and any one of which, or a combination of which, could materially
affect the Company's results of operations and whether the forward looking statements ultimately prove to be correct. Actual results
may differ materially from those contemplated by the forward looking statements for a number of reasons.
Overview
The
Company currently has no operations. Our plan is to investigate and, if such investigation warrants, acquire a target company or
business seeking the perceived advantages of being a publicly held corporation. Our principal business objective will be to achieve
long-term growth potential through a combination with a business rather than immediate, short-term earnings. There can be no assurance
that the Company will ever consummate a business combination and achieve long-term growth potential or immediate, short-term earnings
from any business combination the Company enters into.
RESULTS OF OPERATION
As of year ended January 31, 2017, we have accumulated a deficit
of $32,465. We anticipate that we will continue to incur substantial losses in the next 12 months. Our financial statements
have been prepared assuming that we will continue as a going concern. We expect we will require additional capital to meet
our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or
debt securities.
Year ended January 31, 2017
Revenue
Our Revenue for the years ended January 31, 2017 and January 31,
2016 were $5,100 and $0 respectively.
Cost of Goods Sold
Our cost of goods sold for the years ended January 31, 2017 and
January 31, 2016 were $3,570 and $0 respectively.
Gross Profit
Our gross profit for the years ended January 31, 2017 and January
31, 2016 were $1,530 and $0 respectively.
Operating Expenses
During the year ended January 31, 2017 and January 31, 2016, we
incurred general and administrative expenses of $30,929 and $982 respectively. General and administrative expenses incurred generally
related to financial and administrative contracted services, such as legal and accounting, developmental costs, and marketing expenses.
Loss from operations
Our loss from operations for the years ended January 31, 2017 and
January 31, 2016 was $29,399 and $982 respectively.
Loss on disposition of fixed assets
During the years ended January 31, 2017 and January 31, 2016, we
purchased fixed assets in the amount of $2,500 and $0 respectively. We recognized depreciation expense in the amount of $416 for
the year ended January 31, 2017. In December of 2016 we disposed of all fixed assets and recognized a loss of $2,084 for the
year ended January 31, 2017.
Net Loss
Our loss from operations for the years ended January 31, 2017 and
January 31, 2016 was $31,483 and $982 respectively.
LIQUIDITY AND CAPITAL RESOURCES
As of January 31, 2017 our total assets
were $0 compared to $6,060 in total assets at January 31, 2016. As at Year ended January 31, 2017 and January 31, 2016, our
total liabilities were $765 and $1,042. We had a working capital deficit of $765, as of Year ended January 31, 2017 and
a working capital surplus of $5,018 as of January 31, 2016.
Stockholders’ equity decreased from $5,018 as of January 31,
2016 to $(765) as of Year ended January 31, 2017.
Cash Flows from Operating Activities
We have not generated positive cash flows from operating activities.
For the years ended January 31, 2017 and 2016, net cash flows used in operating activities was $28,218 and $982 for the
years ended January 31, 2017 and 2016 respectively, consisting of a net loss of $31,483, a loss in disposition of fixed assets
of $2,084 and depreciation expense of $416 and a change in accounts payable of $(765) in 2017 and a net loss in 2016.
Cash Flows from Investing Activities
Net cash used in investing activities was $2,500 consisting of fixed
assets purchased during the year ended January 31, 2017.
Cash Flows from Financing Activities
Net cash provided from financing activities was $24,658 consisting
of proceeds from issuance of common stock of 25,700 and repayment of related party note in the amount of $1,042 during the year
ended January 31, 2017.
PLAN OF OPERATION AND FUNDING
We expect that working capital requirements will continue to be
funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected
to increase in line with the growth of our business.
Existing working capital, further advances and debt instruments,
and anticipated cash flow are expected to be adequate to fund our operations over the next three months. We have no lines of credit
or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement
of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating
expenses and capital expenditures relating to: (i) acquisition of inventory; (ii) developmental expenses associated with a start-up
business; and (iii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances.
Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements.
Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such
securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon
acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to
take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business
operations.
OFF-BALANCE SHEET ARRANGEMENTS
As of the date of this report, 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, capital expenditures or capital resources that are
material to investors.
Item 7A. |
Quantitative and Qualitative Disclosures about Market Risk. |
Not applicable.
Item 8. |
Financial Statements and Supplementary Data. |
INDEX TO FINANCIAL
STATEMENTS
|
Page |
Report of Independent Registered Public Accounting Firm – Fruci & Associates II, PLLC |
14 |
Report of Independent Registered Public Accounting Firm-KLJ Associates, LLP |
15 |
Financial Statements: |
|
Balance Sheets |
16 |
Statements of Operations |
17 |
Statement of Changes in Stockholders' Deficit |
18 |
Statements of Cash Flows |
19 |
Notes to Financial Statements |
20 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
To the Board of Directors and
Stockholders of Rizzen Inc.
We have audited the accompanying
balance sheet of Rizzen Inc. as of January 31, 2017, and the related statements of operations, stockholders’ equity, and
cash flows for the year ended January 31, 2017. Rizzen Inc.’s management is responsible for these financial statements.
Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with
the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included
consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the
circumstances, 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. An audit also includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable
basis for our opinion.
In our opinion, the financial statements
referred to above present fairly, in all material respects, the financial position of Rizzen Inc. as of January 31, 2017, and the
results of its operations and its cash flows for the year ended January 31, 2017, in conformity with accounting principles generally
accepted in the United States of America.
The
accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed
in Note 5 to the financial statements, the Company has not yet established an ongoing source of revenues sufficient to cover its
operating costs, which raises substantial doubt about its ability to continue as a going concern. The financial statements
do not include any adjustment that might result from the outcome of this uncertainty.
|
|
|
Fruci & Associates II, PLLC
Spokane, WA |
May 16, 2017 |
|
|
|
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
and stockholders’ of Rizzen Inc.
We
have audited the accompanying balance sheet of Rizzen Inc. (the “Company”) as of January 31, 2016, and the related
statements of operations, stockholders’ equity, and cash flows for the period October 21, 2015 (Inception) through January
31, 2016. Rizzen Inc.’s management is responsible for these financial statements.
Our responsibility is to express an opinion on these financial statements based on our audit.
We
conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial
reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures
that are appropriate in the circumstances, 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. An audit also includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In
our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of
Rizzen Inc.as of January 31, 2016 and the results of its operations and its cash flows for
the period from October 21, 2015 (Inception) through January 31, 2016 in conformity with accounting principles generally accepted
in the United States of America.
The accompanying financial statements have
been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements the
Company has suffered net losses and has had negative cash flows from operating activities during the period ended January 31, 2016.These
matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans concerning
these matters are also described in Note 1. The financial statements do not include any adjustments relating to the recoverability
and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company
be unable to continue as a going concern.
|
Edina, MN |
February 29, 2016 |
|
RIZZEN, INC. |
Balance Sheets |
|
|
|
|
January 31, |
January 31, |
|
2017 |
2016 |
ASSETS |
(audited) |
(audited) |
Current Assets: |
|
|
Cash |
$ - |
$ 6,060 |
Total Current Assets |
- |
6,060 |
TOTAL ASSETS |
$ - |
$ 6,060 |
|
|
|
LIABILITIES & STOCKHOLDERS’ DEFICIT |
|
|
Current Liabilities |
|
|
Accounts payable |
$ 765 |
$ - |
Loan from related parties |
- |
1,042 |
Total Current Liabilities |
765 |
1,042 |
TOTAL LIABILITIES |
765 |
1,042 |
|
|
|
Commitments and Contingencies |
- |
- |
|
|
|
Shareholders' Deficit: |
|
|
Common stock, $.001 par value, 75,000,000 shares authorized, 7,285,000 issued and outstanding at January 31, 2017; and 6,000,000 issued and outstanding at January 31, 2016. |
7,285 |
6,000 |
Additional paid-in capital |
24,415 |
- |
Accumulated deficit |
(32,465) |
(982) |
Total Stockholders’ Deficit |
(765) |
5,018 |
TOTAL LIABILITIES & STOCKHOLDERS’ DEFICIT |
$ - |
$ 6,060 |
The accompanying notes are an integral
part of these financial statements.
RIZZEN, INC. |
Statements of Operations |
|
|
|
|
|
for the years ended |
|
January 31, |
|
2017 |
2016 |
|
|
|
Revenue |
$ 5,100 |
$ - |
Cost of Goods Sold |
3,570 |
- |
Gross Profit |
1,530 |
- |
|
|
|
Operating Expenses: |
|
|
General and administrative expenses |
30,929 |
982 |
Total operating expenses |
30,929 |
982 |
Net loss from operations |
(29,399) |
(982) |
|
|
|
Loss on Disposal of fixed assets |
(2,084) |
- |
Loss before income taxes |
(31,483) |
(982) |
Provision for income taxes |
- |
- |
Net Loss |
$ (31,483) |
$ (982) |
|
|
|
Basic and diluted loss per share |
$ (0.00) |
$ (0.00) |
|
|
|
Weighted average number of common shares outstanding basic and diluted |
6,754,850 |
6,000,000 |
The accompanying notes are an integral
part of these financial statements.
RIZZEN, INC. |
Statement of Stockholders Equity |
January 31,2017 |
|
|
Common Stock
.001 Par |
|
|
|
Description |
Shares |
Amount |
Additional Paid in Capital |
Accumulated Deficit |
Stock
holders' Deficit Totals |
Balance Inception 10/21/2015 |
- |
$ - |
$ - |
$ - |
$ - |
|
|
|
|
|
|
Issued common Shares for cash |
6,000,000 |
6,000 |
- |
|
6,000 |
Net Profit |
|
|
|
(982) |
(982) |
Balance at 1/31/2016 |
6,000,000 |
6,000 |
- |
(982) |
5,018 |
|
|
|
|
. |
|
Shares issued for Cash |
1,285,000 |
1,285 |
24,415 |
|
25,700 |
|
|
|
|
|
|
Net Loss |
|
|
|
(31,483) |
(31,483) |
Balance at 1/31/2017 |
7,285,000 |
$ 7,285 |
$ 24,415 |
$ (32,465) |
$ (765) |
The accompanying notes are an integral
part of these financial statements.
RIZZEN, INC. |
Statement of Cash Flows |
|
|
|
|
for the years ended |
|
January 31, |
|
2017 |
2016 |
CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
Net loss |
$ (31,483) |
$ (982) |
Adjustments to reconcile net loss to net |
|
|
cash used in operating activities: |
|
|
Depreciation expense |
416 |
|
Loss on Disposal of fixed assets |
2,084 |
|
Changes in operating assets and liabilities: |
|
|
Prepaid legal |
- |
|
Accounts payable |
765 |
- |
Net cash used in operating activities |
(28,218) |
(982) |
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES: |
- |
- |
Purchase of property plant and equipment |
(2,500) |
- |
Net cash used in investing activities |
(2,500) |
- |
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES: |
|
|
Proceeds from issuance of common stock |
25,700 |
6,000 |
Payments on loan - related party |
(1,042) |
|
Proceed from loan - related party |
- |
1,042 |
Net cash provided by financing activities |
24,658 |
7,042 |
|
|
|
Net increase (decrease) in cash |
(6,060) |
6,060 |
Cash at beginning of period |
6,060 |
- |
Cash at end of period |
$ - |
6,060 |
|
|
|
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: |
|
|
Cash paid for interest |
- |
- |
Cash paid for taxes |
- |
- |
The
accompanying notes are an integral part of these financial statements.
RIZZEN INC.
NOTES TO FINANCIAL
STATEMENTS
1. |
ORGANIZATION AND PRINCIPAL ACTIVITIES |
Rizzen Inc. (the “Company”)
was incorporated in Nevada on October 21, 2015. Our principal executive offices are located at Unit 04 7/F Bright Way Tower No.
33, Mong Kok Rd KL Hong Kong. Our phone number is +86-755-2218-4466.
We are a development stage
company. Our prior business model was to provide vending and shipping services of electronic toys of various kinds manufactured
in the Republic of China and to distribute electronic kids toys of various price categories to both small and medium-sized vendors
and intended on selling, importing, and marketing our business to European and North American markets.
On December 28, 2016 and
as reported on Form 8k filed December 30, 2016, the controlling shareholders of Rizzen Inc. (the “Company”), Alexander
Deshin and Shuisheng Zhu sold to JLJ Group Corporation Limited, a Hong Kong registered corporation, (“JLJ”) 6 million
shares of the Company’s restricted common stock which had previously been issued to Mr. Zhu and Mr. Deshin.
Following the change
of control, the Company now seeks to acquire, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization,
exchangeable share transaction or other similar business transaction with one or more operating businesses or assets that we have
not yet identified.
At present, we have
no employees. Our officers and directors are listed below.
Name |
|
Age |
|
Position |
Jin Na |
|
35 |
|
CEO and CFO |
2. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
|
(a) |
Development Stage Company |
The accompanying
financial statements have been prepared in accordance with generally accepted accounting principles of the United States of America
(“U.S. GAAP”) related to development stage companies. A development-stage company is one in which planned principal
operations have not commenced or, if its operations have commenced, there has been no significant revenues therefrom.
|
(a) |
Basis of Presentation |
The Company maintains
its general ledger and journals with the accrual method of accounting for financial reporting purposes. The financial statements
and notes are representations of management. Accounting policies adopted by the Company conform to U.S. GAAP and have been consistently
applied in the presentation of financial statements. The accompanying financial statements are presented in U.S. dollars in conformity
with accounting principles generally accepted in the United States of America and pursuant to the rules and regulations of the
SEC. Management believes that all adjustments have been made for the years ended January 31, 2017 and 2016
|
(b) |
Net loss per common share |
The Company
complies with accounting and disclosure requirements of FASB ASC 260, “Earnings Per Share.” Net loss per common
share is computed by dividing net loss applicable to common stockholders by the weighted average number of common shares
outstanding for the period. At January 31, 2017 and 2016, the Company did not have any dilutive securities and other
contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company.
As a result, diluted loss per common share is the same as basic loss per common share for the period.
The preparation
of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the reporting periods. Management makes these estimates using the best
information available at the time the estimates are made; however actual results could differ materially from those estimates.
|
(d) |
Recently issued or adopted standards |
The Company does
not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results
of operations, financial position or cash flow.
As of January 31, 2017,
and 2016, the Company had $765 and $0 in accrued liabilities, respectively.
The Company accounts for income
taxes under SFAS No. 109 (now contained in FASB Codification Topic 740-10-25, Accounting for Uncertainty in Income Taxes), which
requires the asset and liability approach to accounting for income taxes. Under this method, deferred tax assets and liabilities
are measured based on differences between financial reporting and tax bases of assets and liabilities measured using enacted tax
rates and laws that are expected to be in effect when differences are expected to reverse. As of January 31, 2017, we had a net
operating loss carry-forward of approximately $(32,765) and a deferred tax asset of approximately $11,140 using the statutory
rate of 34%. The deferred tax asset may be recognized in future periods, not to exceed 20 years. However, due to the uncertainty
of future events we have booked valuation allowance of $(11,140). FASB ASC 740 prescribes recognition threshold and measurement
attributes for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.
FASB ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure
and transition. At January 31, 2017, the Company had not taken any tax positions that would require disclosure under FASB ASC 740.
|
January 31, 2017 |
January 31, 2016 |
Deferred Tax Asset |
$11,038 |
$334 |
Valuation Allowance |
(11,038) |
(334) |
Deferred Tax Asset (Net) |
$ - |
$ - |
On December 28, 2016, the controlling
shareholders of Rizzen Inc. (the “Company”), Alexander Deshin and Shuisheng Zhu sold to JLJ Group Corporation Limited,
a Hong Kong registered corporation, (“JLJ”) 6 million shares of the Company’s restricted common stock which
had previously been issued to Mr. Zhu and Mr. Deshin. The sale was the result of a privately negotiated transaction without the
use of public dissemination of promotional or sales materials. The buyer represented that it was an accredited investor and as
such could bear the risk of such investment for an indefinite period of time and to afford a complete loss thereof.
This resulted in a change in control.
We are in the process of analyzing the effect on the deferred tax asset and the numbers above may change as a result, however the
Deferred Tax Asset (net) will remain unchanged.
5. |
GOING CONCERN AND CAPITAL RESOURCES |
The Company does not
currently engage in any business activities that provide cash flow. During the next 12 months we anticipate incurring costs related
to:
● |
filing of Exchange Act reports, |
● |
payment of annual corporate fees, and |
● |
investigating, analyzing and consummating an acquisition. |
As
of January 31, 2017, the Company had an accumulated deficit of $32,465. Management anticipates that fees associated with filing
of Exchange Act reports including accounting fees and legal fees and payment of annual corporate fees will not exceed $75,000 within
next 12 months. We do not currently intend to retain any entity to act as a "finder" to identify and analyze the merits
of potential target businesses. Management intends to search for a business combination by contacting various sources including,
but not limited to, our affiliates, lenders, investment banking firms, private equity funds, consultants and attorneys and does
not plan to conduct a complete and exhaustive investigation and analysis of a business opportunity. Management decisions, therefore,
will likely be made without detailed feasibility studies, independent analysis, market surveys and the like which, if we had more
funds, would be desirable. If the management can find a suitable target company, we will have to budget for additional fees relating
to the investigation into the target company (including due diligence and possibly visiting the facilities) and consummating the
reverse merger, which may cost between $125,000 to $150,000. We expect that the expenses for the next 12 months and beyond such
time will be paid with amounts that may be loaned to or invested in us by our stockholders, management or other investors. Since
we have minimal assets and will continue to incur losses due to the expenses associated with being a reporting company under the
Exchange Act, we may cease business operations if we do not timely consummate a business combination.
Currently, our ability
to continue as a going concern is dependent upon our ability to generate future profitable operations and/or to obtain the necessary
financing to meet our obligations and repay our liabilities arising from normal business operations when they come due. Our ability
to continue as a going concern is also dependent upon our ability to find a suitable target company and enter into a possible reverse
merger with such company. Management’s plan includes obtaining additional funds by equity financing through a reverse merger
transaction and/or related party advances. However, there is no assurance of additional funding being available, which raises substantial
doubt about the company’s ability to continue as a going concern.
NOTE 6 – CAPTIAL STOCK
The Company has 75,000,000 shares of common stock authorized
with a par value of $0.001 per share.
On January 13, 2016 the Company issued 5,000,000 shares of
its common stock at $0.001 per share for total proceeds of $5,000. On January 26, 2016 the Company issued 1,000,000 shares of its
common stock at $0.001 per share for total proceeds of $1,000. In June and July 2016, the Company issued 1,285,000 shares
of its common stock at $0.02 per share for total proceeds of $25,700.
As of January 31, 2017, the Company had 7,285,000 shares issued
and outstanding.
NOTE 7 – RELATED PARTY TRANSACTIONS
In support of the Company’s efforts and cash requirements,
it may rely on advances from related parties until such time that the Company can support its operations or attains adequate financing
through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by officers,
directors, or shareholders. Amounts represent advances or amounts paid in satisfaction of liabilities. The advances are considered
temporary in nature and have not been formalized by a promissory note.
Since October 21, 2015 (inception) through December 28, 2016,
the Company’s sole officer and director loaned the Company $1,042 to pay for incorporation costs and operating expenses.
As of January 31, 2017, the amount outstanding was $0. The loan is non-interest bearing, due upon demand and unsecured.
On December 28, 2016, the controlling shareholders
of Rizzen Inc. (the “Company”), Alexander Deshin and Shuisheng Zhu sold to JLJ Group Corporation Limited, a Hong Kong
registered corporation, (“JLJ”) 6 million shares of the Company’s restricted common stock which had previously
been issued to Mr. Zhu and Mr. Deshin. The sale was the result of a privately negotiated transaction without the use of public
dissemination of promotional or sales materials. The buyer represented that it was an accredited investor and as such could bear
the risk of such investment for an indefinite period of time and to afford a complete loss thereof. This represented 82%
of the outstanding common stock and resulted in a change in control
NOTE 7 – SUBSEQUENT EVENTS
In accordance with ASC 855, the Company has analyzed its operations
subsequent to January 31, 2017 through the date these financial statements were issued, and has determined that it does not have
any material subsequent events to disclose in these financial statements.
Item 9. |
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
Reported on Form 8k filed
May 5, 2017.
Item 9A. |
Controls and Procedures |
Evaluation of Disclosure Controls and
Procedures
Based
on an evaluation of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities
Exchange Act of 1934, as amended), as of January 31, 2017, the Company's Chief Executive Officer and Chief Financial Officer (its
principal executive officer and principal financial and accounting officer, respectively) has concluded that the Company's disclosure
controls and procedures were not effective at a reasonable assurance level.
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 controls systems, no evaluation of controls can provide
absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. Our disclosure
controls and procedures are designed to provide reasonable assurance of achieving its objectives.
Management's Report on Internal Control
over Financial Reporting
The
Company's management is responsible for establishing and maintaining adequate internal control over financial reporting as such
term is defined in Exchange Act Rule 13a-15(f). Internal control over financial reporting is a process used to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of the Company's financial statements for external
reporting in accordance with U.S. GAAP. Internal control over financial reporting includes policies and procedure that pertain
to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our
assets; provide reasonable assurance that transactions are recorded as necessary to permit preparation of our financial statements
in accordance with U.S. GAAP; that our receipts and expenditures are being made only in accordance with the authorization of the
Company's board of directors; 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 Company's financial statements.
An
internal control system over financial reporting has inherent limitations and may not prevent or detect misstatements. Therefore,
even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation
and presentation. Also, 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.
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, the risk.
Management,
under the supervision and with the participation of the Company's Chief Executive Officer and Chief Financial Officer, has assessed
the effectiveness of the Company’s internal control over financial reporting as of January 31, 2017. In making this assessment,
management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO-2013) in Internal
Control Integrated Framework. Because of the material weaknesses described in the following paragraphs, management believes that,
as of January 31, 2017, the Company’s internal control over financial reporting was not effective based on those criteria.
Material weakness
Management
identified two material weaknesses in the design and operation of its internal controls: (i) the failure to retain sufficient qualified
accounting personnel to prepare financial statements in accordance with accounting principles generally accepted in the United
States (including a qualified Chief Financial Officer); and (ii) the Company’s accounting department personnel has limited
knowledge and experience in U.S. GAAP.
To
remediate the material weaknesses identified in internal control over financial reporting, the Company intends to: (i) hire additional
personnel with sufficient knowledge and experience in U.S. GAAP; and (ii) provide ongoing training courses in U.S. GAAP to existing
personnel. The Company will continue to monitor and assess our remediation initiatives to ensure that the aforementioned material
weaknesses are remediated.
Changes in Internal
Control over Financial Reporting
Other
than as described above, there have not been any changes in the Company's internal controls over financial reporting that occurred
during the Company's fiscal quarter ended January 31, 2017 that has materially affected, or is reasonably likely to materially
affect, the Company's internal control over financial reporting.
Item 9B. |
Other Information. |
None.
PART III
Item 10. |
Directors, Executive Officers and Corporate Governance. |
Directors and
Executive Officers
Our directors and executive
officers as of January 31, 2017 were as follows:
Name |
|
Age |
|
Position |
Jin Na |
|
35 |
|
CEO and CEO |
Ms.
Na, age 35 currently serves as the Legal Representative for Changzhou Biekaishengmian E-commerce Co., Ltd. From March 2010 to September
2014, she served as Marketing Director for Hunan Resgreen Ecological Textile Inc. and was responsible for marketing operations.
From September 2014 to February 2015 she worked as General Commander of Education Department for Beijing Zhangxin Communication
Technology Co., Ltd. where she was responsible for training marketing teams. From February 2015 to May 2016, Ms. Na served as Marketing
Director for Shandong Weikang Biotechnology Co., Ltd. where she was responsible for marketing operations.
There
are no formal compensation agreements with Ms. Na at this time.
Section 16(a) Beneficial Ownership
Reporting Compliance
Section 16(a) of
the Securities Exchange Act of 1934 requires that our executive officers and directors, and persons who own more than 10% of a
registered class of our equity securities, file reports of ownership and changes in ownership with the SEC. Executive officers,
directors and greater-than-ten percent stockholders are required by SEC regulations to furnish us with all Section 16(a) forms
they file. Based solely on our review of the copies of the forms received by us and written representations from certain reporting
persons, we believe that, during the year ended January 31, 2017, our executive officers, directors and greater-than-ten percent
stockholders have not complied with Section 16(a) filing requirements.
Item 11. |
Executive Compensation. |
The following
compensation discussion addresses all compensation awarded to, earned by, or paid to the Company's named executive officers.
The Company's officers and directors have not received any cash or other compensation since inception. They will not receive
any compensation until the consummation of an acquisition. No compensation of any nature has been paid for on account of
services rendered by a director in such capacity. Our officers and directors intend to devote very limited time to our
affairs before a suitable target company is identified.
It is possible that,
after the Company successfully consummates a business combination with an unaffiliated entity, that entity may desire to employ
or retain members of our management for the purposes of providing services to the surviving entity. However, the offer of any post-transaction
employment to members of management will not be a consideration in our decision whether to undertake any proposed transaction.
No retirement, pension,
profit sharing, stock option or insurance programs or other similar programs have been adopted by the Company for the benefit of
its employees.
There are no understandings
or agreements regarding compensation our management will receive after a business combination.
The
Company does not have a standing compensation committee or a committee performing similar functions, since the Board of Directors
has determined not to compensate the officers and directors until such time that the Company completes a reverse merger or business
combination.
Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. |
The following table sets
forth information regarding the beneficial ownership based on 7,285,000 shares of our Common Stock outstanding as of January 31,
2017, based on information obtained from the persons named below, with respect to the beneficial ownership of shares of our Common
Stock by:
● |
each person known by us to be the beneficial owner of more than 5% of our outstanding shares of Common Stock; |
● |
each of our officers and directors; and |
● |
all our officers and directors as a group. |
Unless otherwise indicated,
we believe that all persons named in the table have sole voting and investment power with respect to all shares of Common Stock
beneficially owned by them.
Title of class
|
Name and address
of beneficial owner |
Amount of
beneficial ownership |
Percent
of class |
Common |
Jin Na
Room 01 25/F Center No 2008
Renmin South Rd.
Luohu District, Shenzhen City
Guangdong, China |
0 |
0% |
|
All Officers and Directors as a Group (one person) |
0 |
0% |
|
|
|
|
|
Other 5% owners |
|
|
|
JLJ Group Corporation Limited
Unit 04 7/F Bright Way Tower No. 33
Mong Kok Rd KL Hong Kong |
6,000,000(1) |
82.36% |
(1) Jin Na is the interim CEO and CFO of JLJ Group
Corporation Limited and, in that capacity, has the authority to direct voting and investment decisions with regard to its common
stock.
There are no current arrangements known
to the company, the operation of which may, at a subsequent date, result in a further change in control of the registrant.
Item 13. |
Certain Relationships and Related Transactions, and Director Independence. |
We
will reimburse our officers and directors, subject to approval of the Board of Directors, for any reasonable out-of-pocket business
expenses incurred by them in connection with certain activities on our behalf such as identifying and investigating possible target
businesses and business combinations. There is no limit on the amount of out-of-pocket expenses reimbursable by us, which will
be reviewed only by our Board of Directors or a court of competent jurisdiction if such reimbursement is challenged. Other than
the reimbursable out-of pocket expenses payable to our officers and directors, no compensation or fees of any kind, including
finders, consulting fees or other similar compensation, including the issuance of any securities of the Company, will be paid
to our existing stockholders, officers or directors who owned our Common Stock prior to this offering, or to any of their respective
affiliates prior to or with respect to an acquisition.
Director Independence
OTCQB securities are not
listed or traded on the floor of an organized national or regional stock exchange. Instead, OTCQB securities transactions are conducted
through a telephone and computer network connecting dealers in stocks. OTCQB issuers are traditionally smaller companies that do
not meet the financial and other listing requirements of a regional or national stock exchange.
Because
our common stock is not listed on a national exchange or interdealer quotation system there is no requirement that a majority of
our Board of Directors be independent and, therefore, the Company is not subject to director independence requirements. Under Nasdaq
Rule 5605(a)(2)(A), a director is not considered to be independent if he or she also is an executive officer or employee of the
corporation. Under such definition, our directors would be considered independent directors.
Except
as otherwise indicated herein, there have been no other related party transactions, or any other transactions or relationships
required to be disclosed pursuant to Item 404 and Item 407(a) of Regulation S-K.
Item 14. |
Principal Accounting Fees and Services |
During
the fiscal year ended January 31, 2016, the firm of KLJ &Associates, LLP (“KLJ”), was our principal accountant.
During the fiscal year ended January 31, 2017, the firm of Fruci & Associates II PLLC (“Fruci”) was our principal
accountant. The following is a summary of fees paid or to be paid to KLJ and Fruci for services rendered.
Audit
Fees. Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial
statements and services in connection with regulatory filings. We paid KLJ $5,500 in connection with our audited financials
for the fiscal year ended 2017. We will pay Fruci $4,000 in connection with our audited financials for the fiscal year ended
2017.
Audit-Related
Fees. Audit-related services consist of fees billed for assurance and related services that are reasonably related to
performance of the audit or review of our financial statements and are not reported under "Audit Fees." These
services include attest services that are not required by statute or regulation and consultations concerning financial
accounting and reporting standards. There were no fees billed for audit-related services rendered by KLJ or Fruci during the
last two fiscal years.
Tax Fees. None
All Other Fees. None
PART IV
Item 15. |
Exhibits, Financial Statement Schedules. |
Number |
|
Description |
31.1* |
|
Certification of Chief Executive Officer Pursuant To Sarbanes-Oxley Section 302 |
31.2* |
|
Certification of Chief Financial Officer Pursuant To Sarbanes-Oxley Section 302 |
32.1* |
|
Certification Pursuant To 18 U.S.C. Section 1350, as adopted to Section 906 of the Sarbanes-Oxley Act of 2002 |
32.2* |
|
Certification Pursuant To 18 U.S.C. Section 1350, as adopted to Section 906 of the Sarbanes-Oxley Act of 2002 |
101.INS* |
|
XBRL Instance Document |
101.SCH* |
|
XBRL Taxonomy Extension Schema Document |
101.CAL* |
|
XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF* |
|
XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB* |
|
XBRL Taxonomy Extension Label Linkbase Document |
101.PRE* |
|
XBRL Taxonomy Extension Presentation Linkbase Document |
* Filed herewith.
SIGNATURES
Pursuant to the requirements of Section
13 or 15(d) of the Exchange Act, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
|
RIZZEN INC. |
|
|
|
|
By: |
/s/ Jin Na |
|
Name: |
Jin Na |
|
Title: |
Chief Executive Officer, Chairman of the Board (Principal Executive Officer) |
|
|
|
|
By: |
/s/ Jin Na |
|
Name: |
Jin Na |
|
Title: |
Chief Financial Officer, Treasurer, Secretary and Director (Principal Financial and Accounting Officer) |
Dated: May 16, 2017
Exhibit 31.1
CERTIFICATION
Pursuant to 18 U.S.C. Section 1350
As adopted pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002
I, Jin Na, certify that:
1. |
I have reviewed this annual report on Form 10-K of Rizzen Inc. (the "registrant"); |
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. |
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
|
|
|
(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
|
|
|
(c) |
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and |
|
|
|
|
(d) |
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. |
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
|
(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
|
|
|
|
(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
Dated: May 16, 2017 |
Signature: |
/s/ Jin Na |
|
|
Jin Na
Chief Executive Officer
(principal executive officer) |
Exhibit 31.2
CERTIFICATION
Pursuant to 18 U.S.C. Section 1350
As adopted pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002
I, Jin Na, certify that:
1. |
I have reviewed this annual report on Form 10-K of Rizzen Inc. (the "registrant"); |
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. |
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
|
|
|
(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
|
|
|
(c) |
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and |
|
|
|
|
(d) |
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. |
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
|
(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
|
|
|
|
(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
Dated: May 16,
2017 |
Signature: |
/s/ Jin Na |
Jin Na,
Chief Financial Officer
(principal financial and accounting officer)
Exhibit 32.1
CERTIFICATION
Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
(subsections (a) and (b) of Section 1350,
Chapter 63 of Title 18, United States Code)
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), the undersigned officer of Rizzen Inc.,
a Nevada corporation (the "Company"), does hereby certify, to such officer's knowledge, that:
The Annual Report on Form 10-K for the fiscal year ended
January 31,2017 (the "Form 10-K") of the Company fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 and information contained in the Form 10-K fairly presents, in all material respects, the financial
condition and results of operations of the Company.
Dated: May 16, 2017 |
By: |
/s/ Jin Na |
|
|
Jin Na,
Chief Executive Officer
(principal executive officer) |
The foregoing certification is being furnished solely pursuant
to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States
Code) and is not being filed as part of Form 10-K or as a separate disclosure document.
A signed original of this written statement required by Section
906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission
or its staff upon request.
Exhibit 32.2
CERTIFICATION
Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
(subsections (a) and (b) of Section 1350,
Chapter 63 of Title 18, United States Code)
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), the undersigned officer of Rizzen Inc.,
a Nevada corporation (the "Company"), does hereby certify, to such officer's knowledge, that:
The Annual Report on Form 10-K for the fiscal year ended
anuary 31, 2017 the "Form 10-K") of the Company fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 and information contained in the Form 10-K fairly presents, in all material respects, the financial
condition and results of operations of the Company.
Dated: May 16, 2017 |
By: |
/s/ Jin Na |
|
|
Jin Na,
Chief Financial Officer
(principal financial and accounting officer) |
The foregoing certification is being furnished solely pursuant
to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States
Code) and is not being filed as part of Form 10-K or as a separate disclosure document.
A signed original of this written statement required by Section
906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission
or its staff upon request.
v3.7.0.1
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v3.7.0.1
Balance Sheets - USD ($)
|
Jan. 31, 2017 |
Jan. 31, 2016 |
Current Assets: |
|
|
Cash |
$ 0
|
$ 6,060
|
Total Current Assets |
0
|
6,060
|
TOTAL ASSETS |
0
|
6,060
|
Current Liabilities |
|
|
Accounts payable |
765
|
0
|
Loan from related parties |
0
|
1,042
|
Total Current Liabilities |
765
|
1,042
|
TOTAL LIABILITIES |
765
|
1,042
|
Commitments and Contingencies |
0
|
0
|
Shareholders' Deficit: |
|
|
Common stock, $.001 par value, 75,000,000 shares authorized, 7,285,000 issued and outstanding at January 31, 2017; and 6,000,000 issued and outstanding at January 31, 2016. |
7,285
|
6,000
|
Additional paid-in capital |
24,415
|
0
|
Accumulated deficit |
(32,465)
|
(982)
|
Total Stockholders Deficit |
(765)
|
5,018
|
TOTAL LIABILITIES & STOCKHOLDERS DEFICIT |
$ 0
|
$ 6,060
|
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v3.7.0.1
Balance Sheets (Parenthetical) - $ / shares
|
Jan. 31, 2017 |
Jan. 31, 2016 |
Statement of Financial Position [Abstract] |
|
|
Common stock, par value |
$ .001
|
$ .001
|
Common stock, shares authorized |
75,000,000
|
75,000,000
|
Common stock, shares issued |
7,285,000
|
6,000,000
|
Common stock, shares outstanding |
7,285,000
|
6,000,000
|
X |
- DefinitionFace amount or stated value per share of common stock.
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v3.7.0.1
Statements of Operations - USD ($)
|
12 Months Ended |
Jan. 31, 2017 |
Jan. 31, 2016 |
Income Statement [Abstract] |
|
|
Revenue |
$ 5,100
|
|
Cost of Goods Sold |
3,570
|
|
Gross Profit |
1,530
|
|
Operating Expenses: |
|
|
General and administrative expenses |
30,929
|
982
|
Total operating expenses |
30,929
|
982
|
Net loss from operations |
(31,483)
|
(982)
|
Loss on Disposal of fixed assets |
2,084
|
0
|
Loss before income taxes |
(31,483)
|
(982)
|
Provision for income taxes |
|
|
Net Loss |
$ (31,483)
|
$ (982)
|
Basic and diluted loss per share |
$ (0.00)
|
$ (0.00)
|
Weighted average number of common shares outstanding basic and diluted |
6,754,850
|
6,000,000
|
X |
- DefinitionTotal costs related to goods produced and sold during the reporting period.
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v3.7.0.1
Statements of Cash Flows - USD ($)
|
12 Months Ended |
Jan. 31, 2017 |
Jan. 31, 2016 |
CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
Net loss |
$ (31,483)
|
$ (982)
|
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
Depreciation expense |
416
|
0
|
Loss on Disposal of fixed assets |
2,084
|
0
|
Changes in operating assets and liabilities: |
|
|
Prepaid legal |
0
|
0
|
Accounts payable |
765
|
0
|
Net cash used in operating activities |
(28,218)
|
(982)
|
CASH FLOWS FROM INVESTING ACTIVITIES: |
|
|
Purchase of property plant and equipment |
2,500
|
0
|
Net cash used in investing activities |
(2,500)
|
0
|
CASH FLOWS FROM FINANCING ACTIVITIES: |
|
|
Proceeds from issuance of common stock |
25,700
|
6,000
|
Payments on loan - related party |
1,042
|
|
Proceed from loan - related party |
0
|
1,042
|
Net cash provided by financing activities |
24,658
|
7,042
|
Net increase (decrease) in cash |
(6,060)
|
6,060
|
Cash at beginning of period |
6,060
|
0
|
Cash at end of period |
0
|
6,060
|
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: |
|
|
Cash paid for interest |
0
|
0
|
Cash paid for taxes |
$ 0
|
$ 0
|
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v3.7.0.1
Note 1 - ORGANIZATION AND PRINCIPAL ACTIVITIES
|
12 Months Ended |
Jan. 31, 2017 |
Accounting Policies [Abstract] |
|
Note 1 - ORGANIZATION AND PRINCIPAL ACTIVITIES |
1. |
ORGANIZATION AND PRINCIPAL ACTIVITIES |
Rizzen Inc. (the “Company”)
was incorporated in Nevada on October 21, 2015. Our principal executive offices are located at Unit 04 7/F Bright Way Tower No.
33, Mong Kok Rd KL Hong Kong. Our phone number is +86-755-2218-4466.
We are a development stage
company. Our prior business model was to provide vending and shipping services of electronic toys of various kinds manufactured
in the Republic of China and to distribute electronic kids toys of various price categories to both small and medium-sized vendors
and intended on selling, importing, and marketing our business to European and North American markets.
On December 28, 2016 and
as reported on Form 8k filed December 30, 2016, the controlling shareholders of Rizzen Inc. (the “Company”), Alexander
Deshin and Shuisheng Zhu sold to JLJ Group Corporation Limited, a Hong Kong registered corporation, (“JLJ”) 6 million
shares of the Company’s restricted common stock which had previously been issued to Mr. Zhu and Mr. Deshin.
Following the change
of control, the Company now seeks to acquire, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization,
exchangeable share transaction or other similar business transaction with one or more operating businesses or assets that we have
not yet identified.
At present, we have
no employees. Our officers and directors are listed below.
Name |
|
Age |
|
Position |
Jin Na |
|
35 |
|
CEO and CFO |
|
X |
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v3.7.0.1
Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
12 Months Ended |
Jan. 31, 2017 |
Accounting Policies [Abstract] |
|
Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
2. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
|
(a) |
Development Stage Company |
The accompanying
financial statements have been prepared in accordance with generally accepted accounting principles of the United States of America
(“U.S. GAAP”) related to development stage companies. A development-stage company is one in which planned principal
operations have not commenced or, if its operations have commenced, there has been no significant revenues therefrom.
|
(a) |
Basis of Presentation |
The Company maintains
its general ledger and journals with the accrual method of accounting for financial reporting purposes. The financial statements
and notes are representations of management. Accounting policies adopted by the Company conform to U.S. GAAP and have been consistently
applied in the presentation of financial statements. The accompanying financial statements are presented in U.S. dollars in conformity
with accounting principles generally accepted in the United States of America and pursuant to the rules and regulations of the
SEC. Management believes that all adjustments have been made for the years ended January 31, 2017 and 2016
|
(b) |
Net loss per common share |
The Company
complies with accounting and disclosure requirements of FASB ASC 260, “Earnings Per Share.” Net loss per common
share is computed by dividing net loss applicable to common stockholders by the weighted average number of common shares
outstanding for the period. At January 31, 2017 and 2016, the Company did not have any dilutive securities and other
contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company.
As a result, diluted loss per common share is the same as basic loss per common share for the period.
The preparation
of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the reporting periods. Management makes these estimates using the best
information available at the time the estimates are made; however actual results could differ materially from those estimates.
|
(d) |
Recently issued or adopted standards |
The Company does
not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results
of operations, financial position or cash flow.
|
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v3.7.0.1
Note 4 - INCOME TAXES
|
12 Months Ended |
Jan. 31, 2017 |
Accounting Policies [Abstract] |
|
Note 4 - INCOME TAXES |
The Company accounts for income
taxes under SFAS No. 109 (now contained in FASB Codification Topic 740-10-25, Accounting for Uncertainty in Income Taxes), which
requires the asset and liability approach to accounting for income taxes. Under this method, deferred tax assets and liabilities
are measured based on differences between financial reporting and tax bases of assets and liabilities measured using enacted tax
rates and laws that are expected to be in effect when differences are expected to reverse. As of January 31, 2017, we had a net
operating loss carry-forward of approximately $(32,765) and a deferred tax asset of approximately $11,140 using the statutory
rate of 34%. The deferred tax asset may be recognized in future periods, not to exceed 20 years. However, due to the uncertainty
of future events we have booked valuation allowance of $(11,140). FASB ASC 740 prescribes recognition threshold and measurement
attributes for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.
FASB ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure
and transition. At January 31, 2017, the Company had not taken any tax positions that would require disclosure under FASB ASC 740.
|
January 31, 2017 |
January 31, 2016 |
Deferred Tax Asset |
$11,038 |
$334 |
Valuation Allowance |
(11,038) |
(334) |
Deferred Tax Asset (Net) |
$ - |
$ - |
On December 28, 2016, the controlling
shareholders of Rizzen Inc. (the “Company”), Alexander Deshin and Shuisheng Zhu sold to JLJ Group Corporation Limited,
a Hong Kong registered corporation, (“JLJ”) 6 million shares of the Company’s restricted common stock which
had previously been issued to Mr. Zhu and Mr. Deshin. The sale was the result of a privately negotiated transaction without the
use of public dissemination of promotional or sales materials. The buyer represented that it was an accredited investor and as
such could bear the risk of such investment for an indefinite period of time and to afford a complete loss thereof.
This resulted in a change in control.
We are in the process of analyzing the effect on the deferred tax asset and the numbers above may change as a result, however the
Deferred Tax Asset (net) will remain unchanged.
|
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v3.7.0.1
Note 5 - GOING CONCERN AND CAPITAL RESOURCES
|
12 Months Ended |
Jan. 31, 2017 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
|
Note 5 - GOING CONCERN AND CAPITAL RESOURCES |
5. |
GOING CONCERN AND CAPITAL RESOURCES |
The Company does not
currently engage in any business activities that provide cash flow. During the next 12 months we anticipate incurring costs related
to:
● |
filing of Exchange Act reports, |
● |
payment of annual corporate fees, and |
● |
investigating, analyzing and consummating an acquisition. |
As
of January 31, 2017, the Company had an accumulated deficit of $32,465. Management anticipates that fees associated with filing
of Exchange Act reports including accounting fees and legal fees and payment of annual corporate fees will not exceed $75,000 within
next 12 months. We do not currently intend to retain any entity to act as a "finder" to identify and analyze the merits
of potential target businesses. Management intends to search for a business combination by contacting various sources including,
but not limited to, our affiliates, lenders, investment banking firms, private equity funds, consultants and attorneys and does
not plan to conduct a complete and exhaustive investigation and analysis of a business opportunity. Management decisions, therefore,
will likely be made without detailed feasibility studies, independent analysis, market surveys and the like which, if we had more
funds, would be desirable. If the management can find a suitable target company, we will have to budget for additional fees relating
to the investigation into the target company (including due diligence and possibly visiting the facilities) and consummating the
reverse merger, which may cost between $125,000 to $150,000. We expect that the expenses for the next 12 months and beyond such
time will be paid with amounts that may be loaned to or invested in us by our stockholders, management or other investors. Since
we have minimal assets and will continue to incur losses due to the expenses associated with being a reporting company under the
Exchange Act, we may cease business operations if we do not timely consummate a business combination.
Currently, our ability
to continue as a going concern is dependent upon our ability to generate future profitable operations and/or to obtain the necessary
financing to meet our obligations and repay our liabilities arising from normal business operations when they come due. Our ability
to continue as a going concern is also dependent upon our ability to find a suitable target company and enter into a possible reverse
merger with such company. Management’s plan includes obtaining additional funds by equity financing through a reverse merger
transaction and/or related party advances. However, there is no assurance of additional funding being available, which raises substantial
doubt about the company’s ability to continue as a going concern.
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v3.7.0.1
Note 6 - CAPTIAL STOCK
|
12 Months Ended |
Jan. 31, 2017 |
Notes to Financial Statements |
|
Note 6 - CAPTIAL STOCK |
NOTE 6 – CAPTIAL STOCK
The Company has 75,000,000 shares of common stock authorized
with a par value of $0.001 per share.
On January 13, 2016 the Company issued 5,000,000 shares of
its common stock at $0.001 per share for total proceeds of $5,000. On January 26, 2016 the Company issued 1,000,000 shares of its
common stock at $0.001 per share for total proceeds of $1,000. In June and July 2016, the Company issued 1,285,000 shares
of its common stock at $0.02 per share for total proceeds of $25,700.
As of January 31, 2017, the Company had 7,285,000 shares issued
and outstanding.
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v3.7.0.1
Note 7 - RELATED PARTY TRANSACTIONS
|
12 Months Ended |
Jan. 31, 2017 |
Related Party Transactions [Abstract] |
|
Note 7 - RELATED PARTY TRANSACTIONS |
NOTE 7 – RELATED PARTY TRANSACTIONS
In support of the Company’s efforts and cash requirements,
it may rely on advances from related parties until such time that the Company can support its operations or attains adequate financing
through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by officers,
directors, or shareholders. Amounts represent advances or amounts paid in satisfaction of liabilities. The advances are considered
temporary in nature and have not been formalized by a promissory note.
Since October 21, 2015 (inception) through December 28, 2016,
the Company’s sole officer and director loaned the Company $1,042 to pay for incorporation costs and operating expenses.
As of January 31, 2017, the amount outstanding was $0. The loan is non-interest bearing, due upon demand and unsecured.
On December 28, 2016, the controlling shareholders
of Rizzen Inc. (the “Company”), Alexander Deshin and Shuisheng Zhu sold to JLJ Group Corporation Limited, a Hong Kong
registered corporation, (“JLJ”) 6 million shares of the Company’s restricted common stock which had previously
been issued to Mr. Zhu and Mr. Deshin. The sale was the result of a privately negotiated transaction without the use of public
dissemination of promotional or sales materials. The buyer represented that it was an accredited investor and as such could bear
the risk of such investment for an indefinite period of time and to afford a complete loss thereof. This represented 82%
of the outstanding common stock and resulted in a change in control
|
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v3.7.0.1
NOTE 8 - SUBSEQUENT EVENTS
|
12 Months Ended |
Jan. 31, 2017 |
Subsequent Events [Abstract] |
|
NOTE 8 - SUBSEQUENT EVENTS |
NOTE 7 – SUBSEQUENT EVENTS
In accordance with ASC 855, the Company has analyzed its operations
subsequent to January 31, 2017 through the date these financial statements were issued, and has determined that it does not have
any material subsequent events to disclose in these financial statements.
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v3.7.0.1
Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
|
12 Months Ended |
Jan. 31, 2017 |
Accounting Policies [Abstract] |
|
Development Stage Company |
|
(a) |
Development Stage Company |
The accompanying
financial statements have been prepared in accordance with generally accepted accounting principles of the United States of America
(“U.S. GAAP”) related to development stage companies. A development-stage company is one in which planned principal
operations have not commenced or, if its operations have commenced, there has been no significant revenues therefrom.
|
Basis of Presentation |
|
(a) |
Basis of Presentation |
The Company maintains
its general ledger and journals with the accrual method of accounting for financial reporting purposes. The financial statements
and notes are representations of management. Accounting policies adopted by the Company conform to U.S. GAAP and have been consistently
applied in the presentation of financial statements. The accompanying financial statements are presented in U.S. dollars in conformity
with accounting principles generally accepted in the United States of America and pursuant to the rules and regulations of the
SEC. Management believes that all adjustments have been made for the years ended January 31, 2017 and 2016
|
Net loss per common share |
|
(b) |
Net loss per common share |
The Company
complies with accounting and disclosure requirements of FASB ASC 260, “Earnings Per Share.” Net loss per common
share is computed by dividing net loss applicable to common stockholders by the weighted average number of common shares
outstanding for the period. At January 31, 2017 and 2016, the Company did not have any dilutive securities and other
contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company.
As a result, diluted loss per common share is the same as basic loss per common share for the period.
|
Use of estimates |
The preparation
of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the reporting periods. Management makes these estimates using the best
information available at the time the estimates are made; however actual results could differ materially from those estimates.
|
Recently issued or adopted standards |
|
(d) |
Recently issued or adopted standards |
The Company does
not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results
of operations, financial position or cash flow.
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v3.7.0.1
Note 1 - ORGANIZATION AND PRINCIPAL ACTIVITIES (Details Narrative)
|
12 Months Ended |
Jan. 31, 2017 |
Accounting Policies [Abstract] |
|
Date of Incorporation |
Oct. 21, 2015
|
State of Incorporation |
Nevada
|
Change of control, description |
On December 28, 2016 and
as reported on Form 8k filed December 30, 2016, the controlling shareholders of Rizzen Inc. (the “Company”), Alexander
Deshin and Shuisheng Zhu sold to JLJ Group Corporation Limited, a Hong Kong registered corporation, (“JLJ”) 6 million
shares of the Company’s restricted common stock which had previously been issued to Mr. Zhu and Mr. Deshin.
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v3.7.0.1
Note 4 - INCOME TAXES (Details Narrative)
|
12 Months Ended |
Jan. 31, 2017 |
Accounting Policies [Abstract] |
|
Net operating loss carryforward description |
The Company accounts for income
taxes under SFAS No. 109 (now contained in FASB Codification Topic 740-10-25, Accounting for Uncertainty in Income Taxes), which
requires the asset and liability approach to accounting for income taxes. Under this method, deferred tax assets and liabilities
are measured based on differences between financial reporting and tax bases of assets and liabilities measured using enacted tax
rates and laws that are expected to be in effect when differences are expected to reverse. As of January 31, 2017, we had a net
operating loss carry-forward of approximately $(32,765) and a deferred tax asset of approximately $11,140 using the statutory
rate of 34%. The deferred tax asset may be recognized in future periods, not to exceed 20 years. However, due to the uncertainty
of future events we have booked valuation allowance of $(11,140). FASB ASC 740 prescribes recognition threshold and measurement
attributes for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.
FASB ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure
and transition. At January 31, 2017, the Company had not taken any tax positions that would require disclosure under FASB ASC 740.
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v3.7.0.1
Note 6 - CAPTIAL STOCK (Details Narrative) - $ / shares
|
Jan. 31, 2017 |
Jan. 31, 2016 |
Notes to Financial Statements |
|
|
Common stock, shares authorized |
75,000,000
|
75,000,000
|
Common stock, par value |
$ .001
|
$ .001
|
Common stock, issued |
7,285,000
|
6,000,000
|
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v3.7.0.1
Note 7 - RELATED PARTY TRANSACTIONS (Details Narrative)
|
12 Months Ended |
Jan. 31, 2017 |
Related Party Transactions [Abstract] |
|
Related party transactions, description |
Since October 21, 2015 (inception) through December 28, 2016,
the Company’s sole officer and director loaned the Company $1,042 to pay for incorporation costs and operating expenses.
As of January 31, 2017, the amount outstanding was $0. The loan is non-interest bearing, due upon demand and unsecured.
On December 28, 2016, the controlling shareholders
of Rizzen Inc. (the “Company”), Alexander Deshin and Shuisheng Zhu sold to JLJ Group Corporation Limited, a Hong Kong
registered corporation, (“JLJ”) 6 million shares of the Company’s restricted common stock which had previously
been issued to Mr. Zhu and Mr. Deshin. The sale was the result of a privately negotiated transaction without the use of public
dissemination of promotional or sales materials. The buyer represented that it was an accredited investor and as such could bear
the risk of such investment for an indefinite period of time and to afford a complete loss thereof. This represented 82%
of the outstanding common stock and resulted in a change in control
|
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