The accompanying notes are an integral
part of these unaudited condensed financial statements
The accompanying notes are an integral
part of these unaudited condensed financial statements
The accompanying notes are an integral
part of these unaudited condensed financial statements
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
The summary of significant accounting policies are
presented to assist in the understanding of the Company's financial statements. The financial statements and notes are representations
of the Company's management, who is responsible for their integrity and objectivity.
The Company follows the accounting guidance outlined
in the Financial Accounting Standards Board Codification guidelines. The accompanying unaudited interim consolidated financial
statements have been prepared in accordance with generally accepted principles for interim financial information and with the instruction
to Form 10-Q of Regulation S-K. They may not include all information and footnotes required by United States generally accepted
accounting principles for complete financial statements. However, except as disclosed herein, there have been no material changes
in the information disclosed in the notes to the financial statements for the year ended January 31, 2017 included in the Company's
Annual Report on Form 10-K filed with the Securities and Exchange Commission.
The interim unaudited financial statements should
be read in conjunction with those financial statements included in the Form 10-K. In the opinion of Management, all adjustments
considered necessary for a fair presentation, which unless otherwise disclosed herein, consisting primarily of normal recurring
adjustments, have been made. Operating results for the six months ended July 31, 2017 are not necessarily indicative of the results
that may be expected for the year ending January 31, 2017.
1.
|
DESCRIPTION
OF BUSINESS AND HISTORY
|
Description of business
.
Rizzen Inc. (the “Company”) was incorporated under the laws of the State of Nevada on October 21, 2015, and has been
inactive since our change in control reported on Form 8k filed December 30, 2016. We are a Shell 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.
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
.
2.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
|
(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 six months ended July 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 July 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 July 31, 2017,
and January 31, 2017 the Company had $20,381 and $765 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 July 31, 2017, we had a net operating
loss carry-forward of approximately $(52,081) and a deferred tax asset of approximately $17,708 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 $(17,708) 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 July 31, 2017, the Company had not taken any tax positions that would require disclosure under FASB ASC 740.
|
July 31, 2017
|
January 31, 2017
|
Deferred Tax Asset
|
$ 17,708
|
$ 11,038
|
Valuation Allowance
|
(17,708)
|
(11,038)
|
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.
The Company files an
income tax return in the U.S. federal jurisdiction and may file income tax returns in various U.S. states and foreign jurisdictions.
Generally, the Company is subject to income tax examinations by major taxing authorities during the three year period prior to
the period covered by these financial statements.
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 July 31, 2017, the Company had an accumulated deficit of $(52,081). 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.
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.
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 previous 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. During the period ending July 31, 2017 the company’s officers advanced $10,260 for operating expenses
as of July 31, 2017 the outstanding amount owed was $10,260.
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
In accordance with ASC 855, the Company
has analyzed its operations subsequent to July 31, 2017 through September 18,2017, 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.
Special Note Regarding Forward-Looking
Statements
The following discussion should
be read in conjunction with our financial statements, which are included elsewhere in this Form 10-Q (the “Report”).
This Report contains forward-looking statements which relate to future events or our future financial performance. In some cases,
you can identify forward-looking statements by terminology such as “may,” “should,” “expects,”
“plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential”
or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions
and involve known and unknown risks, uncertainties, and other factors that may cause our or our industry’s actual results,
levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance
or achievements expressed or implied by these forward-looking statements. While these forward-looking statements, and any assumptions
upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual
results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future
performance suggested herein. Ex cept as required by applicable law, including the securities laws of the United States, we do
not intend to update any of the forward-looking statements to conform these statements to actual results