Document and Entity Information
Document and Entity Information | 12 Months Ended |
Jan. 31, 2017USD ($)shares | |
Document and Entity Information: | |
Entity Registrant Name | RIZZEN INC. |
Document Type | 10-K |
Document Period End Date | Jan. 31, 2017 |
Trading Symbol | Rizzen |
Amendment Flag | false |
Entity Central Index Key | 1,659,559 |
Current Fiscal Year End Date | --01-31 |
Entity Common Stock, Shares Outstanding | shares | 7,285,000 |
Entity Filer Category | Smaller Reporting Company |
Entity Current Reporting Status | Yes |
Entity Voluntary Filers | No |
Entity Well-known Seasoned Issuer | No |
Document Fiscal Year Focus | 2,017 |
Document Fiscal Period Focus | FY |
Entity Public Float | $ | $ 0 |
Balance Sheets
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 |
Balance Sheets (Parenthetical)
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 |
Statements of Operations
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 | $ 0 |
Weighted average number of common shares outstanding basic and diluted | 6,754,850 | 6,000,000 |
Statements of Cash Flows
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 |
Note 1 - ORGANIZATION AND PRINC
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 |
Note 2 - SUMMARY OF SIGNIFICANT
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. (c) 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. (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. |
Note 3 - ACCRUED LIABILITIES
Note 3 - ACCRUED LIABILITIES | 12 Months Ended |
Jan. 31, 2017 | |
Payables and Accruals [Abstract] | |
Note 3 - ACCRUED LIABILITIES. | 3. ACCRUED LIABILITIES. As of January 31, 2017, and 2016, the Company had $765 and $0 in accrued liabilities, respectively. |
Note 4 - INCOME TAXES
Note 4 - INCOME TAXES | 12 Months Ended |
Jan. 31, 2017 | |
Accounting Policies [Abstract] | |
Note 4 - INCOME TAXES | 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. |
Note 5 - GOING CONCERN AND CAPI
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. |
Note 6 - CAPTIAL STOCK
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. |
Note 7 - RELATED PARTY TRANSACT
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 |
NOTE 8 - SUBSEQUENT EVENTS
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. |
Note 2 - SUMMARY OF SIGNIFICA14
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 | (c) 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. |
Note 4 - INCOME TAXES (Tables)
Note 4 - INCOME TAXES (Tables) | 12 Months Ended |
Jan. 31, 2017 | |
Accounting Policies [Abstract] | |
Deferred Tax Asset, net | January 31, 2017 January 31, 2016 Deferred Tax Asset $11,038 $334 Valuation Allowance (11,038) (334) Deferred Tax Asset (Net) $ - $ - |
Note 4 - INCOME TAXES - Deferre
Note 4 - INCOME TAXES - Deferred Tax Asset, net (Details) - USD ($) | 12 Months Ended | |
Jan. 31, 2017 | Jan. 31, 2016 | |
Accounting Policies [Abstract] | ||
Deferred Tax Asset | $ 334 | $ 11,038 |
Valuation Allowance | (334) | (11,038) |
Deferred Tax Asset (Net) | $ 0 | $ 0 |
Note 1 - ORGANIZATION AND PRI17
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. |
Note 3 - ACCRUED LIABILITIES (D
Note 3 - ACCRUED LIABILITIES (Details Narrative) - USD ($) | Jan. 31, 2017 | Jan. 31, 2016 |
Payables and Accruals [Abstract] | ||
Accrued liabilities | $ 0 | $ 765 |
Note 4 - INCOME TAXES (Details
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 $(11,140). FASB ASC 740 prescribes recognition threshold and measurement attributes for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FASB ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. At January 31, 2017, the Company had not taken any tax positions that would require disclosure under FASB ASC 740. |
Note 5 - GOING CONCERN AND CA20
Note 5 - GOING CONCERN AND CAPITAL RESOURCES (Details Narrative) - USD ($) | Jan. 31, 2017 | Jan. 31, 2016 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ (32,465) | $ (982) |
Note 6 - CAPTIAL STOCK (Details
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 |
Note 7 - RELATED PARTY TRANSA22
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 |
NOTE 8 - SUBSEQUENT EVENTS (Det
NOTE 8 - SUBSEQUENT EVENTS (Details Narrative) | 12 Months Ended |
Jan. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | None |