U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 31, 2016
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to _______
COMMISSION FILE NO. 333-209900
(State or Other Jurisdiction of Incorporation or Organization)
(IRS Employer Identification Number)
(Primary Standard Industrial Classification Code Number)
201-5, Xin Jia Garden,
Heng Qing Village,
Zhuhai, China 519000
(Address and telephone number of principal executive offices)
Indicate by checkmark whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filed, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
Large accelerated filer [ ]
Accelerated filer [ ]
Non-accelerated filer [ ]
Smaller reporting company [X]
Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [ X ]
Applicable Only to Issuer Involved in Bankruptcy Proceedings During the Preceding Five Years. N/A
Indicate by checkmark whether the issuer has filed all documents and reports required to be filed by Section 12, 13 and 15(d) of the Securities Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]
Applicable Only to Corporate Registrants
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the most practicable date:
Outstanding as of September 2, 2016
Common Stock, $0.001
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Condensed Balance Sheets
Condensed Statements Of Operations
Condensed Statements Of Cash Flows
Notes To Financial Statements
Managements Discussion And Analysis Of Financial Condition And Results Of Operations
Quantitative And Qualitative Disclosures About Market Risk
Controls And Procedures
Unregistered Sales Of Equity Securities And Use Of Proceeds
Defaults Upon Senior Securities
Mine Safety Disclosures
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CONDENSED BALANCE SHEETS
JULY 31, 2016
JANUARY 31, 2016
Total current assets
Property and equipment net of accumulated depreciation of $208 and $0, respectively
LIABILITIES AND STOCKHOLDERS EQUITY
Loan from related parties
Total current liabilities
Common stock, $0.001 par value, 75,000,000 shares authorized;
7,285,000 shares issued and outstanding as of July 31, 2016 (6,000,000 shares issued and outstanding as of January 31, 2016)
Total Stockholders Equity
Total Liabilities and Stockholders Equity
The accompanying notes are an integral part of these financial statements.
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CONDENSED STATEMENTS OF OPERATIONS
Three months ended
July 31, 2016
Six months ended
July 31, 2016
Cost of goods sold
General and administrative expenses
Net loss from operations
Loss before taxes
Provision for taxes
Loss per common share:
Basic and Diluted
Weighted Average Number of Common Shares Outstanding:
Basic and Diluted
The accompanying notes are an integral part of these financial statements.
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CONDENSED STATEMENTS OF CASH FLOWS
Six months ended
July 31, 2016
Net cash used in operating activities
Purchase of equipment
Net cash used in investing activities
Proceeds from sale of common stock
Proceeds from loan from shareholder
Net cash provided by financing activities
Net increase in cash and equivalents
Cash and equivalents at beginning of the period
Cash and equivalents at end of the period
Supplemental cash flow information:
Cash paid for:
The accompanying notes are an integral part of these financial statements.
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NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS
FOR THE THREE MONTHS PERIOD ENDED JULY 31, 2016
NOTE 1 ORGANIZATION AND BASIS OF PRESENTATION
Organization and Description of Business
RIZZEN INC.(the Company) was incorporated under the laws of the State of Nevada, U.S. on October 21, 2015. The Companys business is distribution of childrens toys from China.
Since inception through July 31, 2016 the Company has generated $5,100 revenue and has accumulated losses of $5,947.
Basis of Presentation
The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial positions, results of operations, and cash flows on July 31, 2016, and for all periods presented herein, have been made.
Certain information and footnote disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Companys January 31, 2016 audited financial statements. The results of operations for the three months ended July 31, 2016 are not necessarily indicative of the operating results for the full year.
The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. The Company has adopted a January 31 fiscal year end.
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash and Cash Equivalents
The Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes.
The Company's bank accounts are deposited in insured institutions. The funds are insured up to $250,000. At July 31, 2016 the Company's bank deposits did not exceed the insured amounts.
Basic Income (Loss) Per Share
The Company computes loss per share in accordance with ASC-260, Earnings per Share which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.
The Company has not adopted any policy regarding payment of dividends. No dividends have been paid during any of the periods shown.
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The Company follows the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences).
The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
The Companys policy regarding advertising is to expense advertising when incurred. The Company incurred advertising expense of $0 during as at July 31, 2016.
Impairment of Long-Lived Assets
The Company continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
As of July 31, 2016 the Company has not issued any stock-based payments to its employees. Stock-based compensation is accounted for at fair value in accordance with SFAS No. 123 and 123(R) (ASC 718). To date, the Company has not adopted a stock option plan and has not granted any stock options.
The Company will recognize revenue when products are fully delivered or services have been provided and collection is reasonably assured.
Property and Equipment and Depreciation Policy
Property and equipment are stated at cost and depreciated on the straight line method over the estimated life of the asset, which is 3 years.
Recent Accounting Pronouncements
The Company has reviewed all the recent accounting pronouncements issued to date of the issuance of these financial statements, and does not believe any of these pronouncements will have a material impact on the company.
NOTE 3 - GOING CONCERN
The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future.
The Company has incurred a loss since Inception (October 21, 2015) resulting in an accumulated deficit of $5,947 as of July 31, 2016 and further losses are anticipated in the development of its business. Accordingly, there is substantial doubt about the Companys ability to continue as a going concern.
The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from directors and/or private placement of common stock.
NOTE 4 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 July 31, 2016 the Company had 7,285,000 shares issued and outstanding.
NOTE 5 RELATED PARTY TRANSACTIONS
In support of the Companys 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 July 31, 2016, the Companys sole officer and director loaned the Company $1,042 to pay for incorporation costs and operating expenses. As of July 31, 2016, the amount outstanding was $1,042. The loan is non-interest bearing, due upon demand and unsecured.
NOTE 6 INCOME TAX
As of July 31, 2016 the Company had net operating loss carry forwards of $5,947 that may be available to reduce future years taxable income through 2036. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.
NOTE 7 SUBSEQUENT EVENTS
In accordance with ASC 855, the Company has analyzed its operations subsequent to July 31, 2016 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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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
The company intends to provide vending and shipping services of electronic toys of various kinds manufactured in the Republic of China.
We are wholesale trade company. We plan to implement the distribution of electronic toys for children on the territory of Europe and North America. We act as an intermediary between our potential customers (retail stores or wholesalers) and manufacturers producing toys in China.
We plan to provide shipping service on request of our potential customers. If our clients need shipping service we plan to act as mediator between shipping company and client. We plan to seek a transportation company that offer the best rates for shipping to our potential customer from our warehouse or from a warehouse of the supplier's or manufacturer.
We plan to publish on our website all basic information about products and service we offer. We also plan to produce electronic catalogs in PDF format for our potential customers. We intend to search for suppliers and manufacturers of electronic toys for the children at the global trade platform in China - alibaba.com.
For our customers convenience we consider developing a website with functions of online store, which, we expect, can make ordering of goods easier and more enjoyable. We consider the Internet to be our main marketplace, all our advertising is likely to come online in a form of clickable ads (banners) placed on the websites related to kids merchandise. We intend to increase awareness of our company by placing our video commercials within the video-streaming services (YouTube, Vimeo, Hulu, Netflix and others) that provide video for children, thereby attracting attention of parents, whom we refer to as our potential clients.
Once the company starts running, any to manufacturers is planned to be given an option to be displayed on the website, after lodging a proper corresponding request. We plan to charge manufacturers for occupying positions on our website, offering professionally produced ads and other displaying materials.
The services regarding toys, are aimed at different kids categories, from toddlers to teenagers. We plan to offer the goods that might be interesting to kids of various ages:
1) Electronic toys for boys, such as remotely controlled cars, planes, helicopters, robots etc.
2) Electronic toys for girls, such as dancing or talking dolls or animals.
3) Electronic music instruments for kids of both genders, such as synthesizers or guitars, toy replicas of phones, tablets or computers.
4) Parts for DIY (Do-It-Yourself) toys.
5) Spare parts, wear parts (such as batteries) and accessories.
RESULTS OF OPERATION
As of July 31, 2016, we have accumulated a deficit of $5,947. 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.
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Three Month Period Ended July 31, 2016
We have not generated any revenue for the three month period ended July 31, 2016.
During the three month period ended July 31, 2016, we incurred general and administrative expenses of $1,261. General and administrative expenses incurred generally related to financial and administrative contracted services, such as legal and accounting, developmental costs, and marketing expenses.
Our net loss for the three month period ended July 31, 2016 was $1,261, due to the factors discussed above.
Six Month Period Ended July 31, 2016
We received $5,100 in revenue for the six month period ended July 31, 2016.
Cost of goods sold
The Company incurred $3,570 of costs during the six months ended July 31, 2016.
During the six month period ended July 31, 2016, we incurred general and administrative expenses of $6,495 cost of goods sold of $3,570. General and administrative expenses incurred generally related to corporate overhead, financial and administrative contracted services, such as legal and accounting, developmental costs, and marketing expenses.
Our net loss for the six month period ended July 31, 2016 was $4,965 due to the factors discussed above.
LIQUIDITY AND CAPITAL RESOURCES
As at July 31, 2016 our total assets were $26,795 compared to $6,060 in total assets at January 31, 2016. As at July 31, 2016 and January 31, 2016, our total liabilities were $1,042.
Stockholders equity increased from $5,018 as of January 31, 2015 to $25,753 as of July 31, 2016.
Cash Flows from Operating Activities
We have not generated positive cash flows from operating activities. For the six month period ended July 31, 2016, net cash flows used in operating activities was $4,757, consisting of a net loss of $4,965 and depreciation expense of $208.
Cash Flows from Investing Activities
Net cash used in investing activities was $2,500 consisting of fixed assets purchased during the six month periods ended July 31, 2016.
Cash Flows from Financing Activities
Net cash provided from financing activities was $25,700 consisting of proceeds from issuance of common stock during the six month periods ended July 31, 2016.
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.
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Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next six 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 Quarterly 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.
The independent auditors' report accompanying our January 31, 2015 financial statements contained an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
As a "smaller reporting company" as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Our disclosure controls and procedures are designed to ensure that information required to be disclosed in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Our principal executive officer and principal financial and accounting officer have reviewed the effectiveness of our disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rules 13(a)-15(e) and 15(d)-15(e)) within the end of the period covered by this Quarterly Report on Form 10-Q and have concluded that the disclosure controls and procedures are effective to ensure that material information relating to the Company is recorded, processed, summarized, and reported in a timely manner.
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Changes in Internal Controls over Financial Reporting
There have been no changes in the Company's internal control over financial reporting during the last quarterly period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
No securities were sold during the six month periods ended July 31, 2016.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
No senior securities were issued and outstanding during the six month periods ended July 31, 2016.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable to our Company.
ITEM 5. OTHER INFORMATION
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ITEM 6. EXHIBITS
31.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a)
32.1 Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant 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 Document
101.LAB XBRL Taxonomy Extension Label Linkbase Document
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: September 2, 2016
By: /s/ Shuisheng Zhu
Shuisheng Zhu, President and Chief Executive Officer and Chief Financial Officer
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