U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~December 3031, 2018

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 333-217428

RISB Properties, Inc.

(Exact name of registrant as specified in its charter)

Nevada		61-1816175
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

44 Davis Street Seekonk, MA		02771
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (775) 473-6328

N/A

(Former name, former address and former ~~fscal~~fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) 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 ☒ No ☐

Indicate by check mark whether the registrant 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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☐	Smaller Reporting Company ☒
Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: As of ~~November~~February 126, ~~2018~~2019, the issuer had 3,500,000 shares of its common stock issued and outstanding.

TABLE OF CONTENTS

PART I.	FINANCIAL INFORMATION
Item 1.	Unaudited Financial Statements	1
	Balance Sheets as of September 30, 2018 and March 31, 2018	1
	Balance Sheets as of December 31, 2018 and March 31, 2018	1
	Statements of Operations for the Three and Six Months Ended September 30, 2018 and 2017	2
	Statements of Operations for the Three and Nine Months Ended December 31, 2018 and 2017	2
	Statements of Stockholders’ Deficit as of September 30, 2018 and March 31, 2018	3
	Statements of Stockholders’ Deficit as of December 31, 2018 and March 31, 2018	3
	Statements of Cash Flows for the Three and Six Months Ended September 30, 2018 and 2017	4
	Statements of Cash Flows for Nine Months Ended December 31, 2018 and 2017	4
	Notes to Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	8
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	109
Item 4.	Controls and Procedures	109
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	1110
Item 1A.	Risk Factors	1110
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	1110
Item 3.	Defaults Upon Senior Securities	1110
Item 4.	Mining Safety Disclosures	1110
Item 5.	Other Information	1110
Item 6.	Exhibits	1110
	Signatures	1211

PART I. FINANCIAL INFORMATION

Item 1. Unaudited Financial Statements

RISB Properties, Inc.

Balance Sheets

	September 30, 2018			March 31, 2018
	December 31, 2018			March 31, 2018
	(unaudited)
ASSETS
Current assets:
Cash	$	~~3,715~~516		$	26
Total assets	$	~~3,715~~516		$	26
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable	$	243,~~075~~600		$	4,865
Accrued expenses		18,000			-
Unpaid compensation to related party		-			18,000
Due to related parties		59107,~~747~~807			14,932
Total liabilities	$	~~101~~129,~~822~~407		$	37,797
Comittments and Contingencies (Note 5)
Commitments and Contingencies (Note 5)
Stockholders' deficit:
Common stock, $0.001 par value, 500,000,000 shares authorized at September 30, 2018 and 75,000,000 shares at March 31, 2018; 3,500,000 shares issued and outstanding	$	3,500		$	3,500
Common stock, $0.001 par value, 500,000,000 shares authorized at December 31, 2018 and 75,000,000 shares at March 31, 2018; 3,500,000 shares issued and outstanding	$	3,500		$	3,500
Additional paid-in capital		67,577			30,695
Accumulated deficit		(~~169~~199,~~184~~968	)		(71,966	)
Total stockholders' deficit		(98128,~~107~~891	)		(37,771	)
Total liabilities and stockholders' deficit	$	~~3,715~~516		$	26

The accompanying notes are an integral part of these unaudited financial statements.

RISB Properties, Inc.

Statements of Operations

(unaudited)

	For the Three Months Ended September 30,						For the Six Months Ended September 30,
	For the Three Months Ended December 31,						For the Nine Months Ended December 31,
	2018			2017			2018			2017
Operating expenses:
Related party officer compensation	$	-		$	209,000		$	2,300		$	2938,000
Professional fees		3611,~~850~~510			4,600			5869,~~165~~675			48,~~250~~850
Legal fees		18,000			-			3048,000			-
General and administrative		61,~~547~~274			~~779~~1,793			68,~~753~~027			~~830~~2,623
Net loss	$	(61,397	)	$	(21,379	)	$	(97,218	)	$	(34,080	)
Total expenses and net loss	$	(30,784	)	$	(15,393	)	$	(128,002	)	$	(49,473	)
Basic and diluted net loss per common share	$	(0.0201	)	$	(0.0100	)	$	(0.0304	)	$	(0.0102	)
Basic and diluted weighted average common shares outstanding		3,500,000			3,~~136~~500,~~359~~000			3,500,000			23,~~823~~049,~~197~~618

The accompanying notes are an integral part of these unaudited financial statements.

RISB Properties, Inc.

Statements of Stockholders' Deficit

(unaudited)

	Number of Shares Outstanding		Common Stock		Additional Paid-in Capital		Accumulated Deficit			Total Stockholders' Deficit
Balance, March 31, 2018		3,500,000	$	3,500	$	30,695	$	(71,966	)	$	(37,771	)
Net loss		-		-		-		(97128,~~218~~002	)		(97128,~~218~~002	)
Settlement of related party debt and unpaid compensation		-		-		36,882		-			36,882
Balance, September 30, 2018		3,500,000	$	3,500	$	67,577	$	(169,184	)	$	(98,107	)
Balance, December 31, 2018		3,500,000	$	3,500	$	67,577	$	(199,968	)	$	(128,891	)

The accompanying notes are an integral part of these unaudited financial statements.

RISB Properties, Inc.

Statements of Cash Flows

(unaudited)

	For the Three Months Ended September 30,						For the Six Months Ended September 30,
	For the Nine Months Ended December 31,
	2018			2017			~~2018~~			~~2017~~
Cash flows from operating activities:
Net loss	$	(61128,~~397~~002	)	$	(2149,~~379~~473	)	$	~~(97,218~~	)	$	~~(34,080~~	)
Adjustments to reconcile net loss to net cash used in operating activities:
Settlement of related party loans		-1,650			-			~~1,650~~			-
Settlement of unpaid compensation to related party		-2,300			-			~~2,300~~			-
Changes in operating assets and liabilities:
Prepaid expenses		375			-			-			-
Accounts payable		(1,265	)		2,000
Unpaid compensation for related party		-			-			-			-
Accrued expenses		18,000			9,000
Accounts payable		17,399			-			19,210			-
Net cash used in operating activities		(107,317	)		(38,473	)
Accrued expenses		7,000			(9,000	)		18,000			-
Cash flows from financing activities:
Net cash used in operating activities		(36,623	)		(30,379	)		(56,058	)		(34,080	)
Advances from related parties		107,807			4,835
Cash flows from financing activities:
Proceeds from the sale of common stock		-			40,000
Advances from related parties		38,338			(3,063	)		59,747			913
Offering costs related to the sale of common stock		-			(8,305	)
Proceeds from the sale of common stock		-			30,000			-			40,000
Net cash provided by financing activities		107,807			36,530
Offering costs related to the sale of common stock		-			-			-			(2,140	)
Net increase in cash		490			(1,943	)
Net cash provided by financing activities		38,338			26,937			59,747			38,773
Cash, beginning of period		26			1,975
Net increase in cash		1,715			(3,442	)		3,689			4,693
Cash, end of period	$	516		$	32
Cash, beginning of period		2,000			10,110			26			1,975
Supplemental disclosure of cash flow information:
Cash, end of period	$	3,715		$	6,668		$	3,715		$	6,668
Settlement of related party debt and unpaid compensation	$	36,882		$	-
								-
Supplemental disclosure of cash flow information:
Settlement of related party debt and unpaid compensation	$	-		$	-		$	36,882		$	-

The accompanying notes are an integral part of these unaudited financial statements.

RISB Properties, Inc.

Notes to Unaudited Financial Statements

Note 1—Nature of Operations

RISB Properties, Inc. (~~formerly known as Notes, Inc.) (~~the “Company”) was incorporated in the State of Nevada on November 21, 2016 under the name Notes, Inc. In these notes, the terms “we,” “us,” “our,” “RISB,” or the “Company” means RISB Properties, Inc.

Note 2—Basis of Presentation and Going Concern

Basis of Presentation

The accompanying financial statements are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and in conjunction with the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements and should be read in conjunction with our audited financial statements and notes included in our Annual Report on Form 10-K for the year ended March 31, 2018. All adjustments, which in the opinion of management, are considered to be necessary for a fair presentation of the periods shown, are of a normal, recurring nature and have been reflected in the financial statements. The operations for the interim periods presented are not necessarily indicative of results to be expected for any other interim periods or for the full year. Certain changes in classifications have been made to the prior period financial statements to conform to the current financial statement presentation described in Note 6—Stockholders’ Deficit. Our significant accounting policies are described below.

Change of Control

On April 23, 2018, the shareholders of the Company, including Mr. Inderjit Aujala (“Mr. Aujala”), the Company’s then Chief Executive Officer, President, Chief Financial Officer, Secretary, and Treasurer, entered into a stock purchase agreement to sell 99.7% of the issued and outstanding shares of the Company’s common stock for $325,000 to Mr. H. Charles Tapalian (“Mr. Tapalian”) and to settle $36,882 representing amounts advanced by Mr. Aujala to the Company and amounts due for unpaid compensation.

The Company recorded the settlement of $36,882 as an adjustment to paid-in capital. This included unpaid compensation at March 31, 2018 of $18,000, net advances from related party at March 31, 2018 of $14,932, officer compensation of $2,300 due Mr. Aujala in April of 2018, and transfer agent fees of $1,650 paid by Mr. Aujala in April of 2018.

Concurrently, the employment agreement dated April 1, 2017, entered into by the Company and Mr. Aujala was terminated as described in Note 4--Related Party Transactions.

Going Concern

The accompanying financial statements and notes have been prepared assuming that the Company will continue as a going concern. As of ~~September~~December 3031, 2018, the Company had total assets of $3516,~~715,~~ total liabilities of $~~101~~129,~~822~~407, including $59107,~~747~~807 in amounts due to to related parties, a stockholders’ deficit of $98128,~~107~~891, a working capital deficit of $98128,~~107~~891 and an accumulated deficit of of $~~169~~199,~~184~~968. In addition, the Company has not commenced any revenue-generating activities. ~~These~~The ~~factors~~Company ~~raise~~is ~~substantial~~currently ~~doubt~~reliant solely ~~about~~on ~~the~~related ~~Company’s~~party ~~ability~~loans tofrom ~~continue~~its asmajority ashareholder ~~going~~or ~~concern.~~entities ~~The~~controlled ~~financial~~by ~~statements~~its domajority ~~not~~shareholder ~~include~~to ~~any~~fund ~~adjustments~~its tolimited ~~reflect~~activities. ~~the~~Our ~~possible~~majority shareholder has no obligation to continue to provide additional loans and we have no assurance that other future financing ~~effects~~will be available to us on ~~the~~acceptable ~~recoverability~~terms. ~~and~~If ~~classification~~our ofmajority ~~assets~~shareholder ordoes ~~the~~not ~~amounts~~continue ~~and~~to ~~classification~~provide ofadditional ~~liabilities~~loans or ~~any~~if other ~~adjustments~~financing ~~that~~is ~~might~~not beavailable ~~necessary~~on ~~should~~satisfactory ~~the~~terms, ~~Company~~we may be unable to continue, asdevelop aor ~~going~~expand ~~concern~~our operations. Equity financing could result in additional dilution to existing shareholders.

~~Subsequent to~~These ~~the~~factors ~~change~~raise ofsubstantial ~~control~~doubt about of the Company,’s ~~the~~ability ~~Company~~to ~~abandoned~~continue ~~its~~as ~~previous business plan and adopted~~ a ~~new~~going ~~business~~concern. ~~plan~~The ~~pursuant to~~financial ~~which~~statements itdo ~~will~~not ~~acquire~~include ~~and~~any ~~develop~~adjustments ~~real~~to ~~estate~~reflect the ~~properties~~possible ~~and~~future ~~real~~effects ~~estate~~on ~~related businesses. Mr. Tapalian,~~ the ~~Company’s sole~~recoverability ~~officer~~ and anclassification ~~experienced~~of ~~real~~assets ~~estate~~or ~~developer, may in~~ the ~~future~~amounts ~~contribute~~and aclassification ~~portion~~ of ~~the substantial real estate properties~~liabilities ~~and~~or ~~real~~any ~~estate~~other ~~related~~adjustments ~~businesses~~ that hemight ~~owns~~be tonecessary ~~the~~should ~~Company in exchange for additional shares of~~ the Company’s ~~common stock.~~be ~~However,~~unable ~~Mr.~~to ~~Tapalian~~continue ~~has~~as ~~not yet made~~ a ~~determination~~going ~~whether or not he will make any such contribution and he has no current obligation to make any such contribution~~concern.

Subsequent to the change of control of the Company, the Company abandoned its previous business plan and adopted a new business plan pursuant to which it will acquire and develop real estate properties and real estate related businesses. Mr. Tapalian, the Company’s sole officer and an experienced real estate developer, may in the future contribute a portion of the real estate properties and real estate related businesses that he owns to the Company in exchange for additional shares of the Company’s common stock. However, Mr. Tapalian has not yet made a determination whether or not he will make any such contribution and he has no current obligation to make any such contribution.

Note 3—Summary of Significant Accounting Policies

Use of Estimates and Assumptions

The preparation of 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 period. Actual results could differ from those estimates.

The principal estimate included in the accompanying financial statements relates to the valuation allowance against deferred tax assets. The principal assumption made when preparing the accompanying financial statements is that the Company will continue as a going concern.

Settlement of Amounts Due to Related Party

The Company ~~recorded~~recognized the settlement of related party loans and unpaid compensation due to a related party as an adjustment to additional paid-in capital on the basis that the extinguishment transaction between related entities was in essence a capital transaction.

Note 4—Related Party Transactions

Effective April 1, 2017, the Company entered into an employment agreement with Mr. Aujala for a two-year term to employ him as the Company’s President and Chief Executive Officer for an annual base salary of $36,000. The employment agreement was terminated on April 23, 2018. For the ~~six-month~~nine ~~periods~~months ended ~~September~~December 3031, 2018 and 2017, the Company recorded $2,300 and $2938,000, respectively, in officer compensation to Mr. Aujala (see change of control section in Note 2--Basis of Presentation and Going Concern.)

During the ~~six~~nine months ended ~~September~~December 3031, 2018, Mr. Tapalian, and an entity controlled by Mr. Tapalian, provided non-interest-bearing loans to the Company in an aggregate amount of $59107,~~747~~807 that are payable upon demand. At ~~September~~December 3031, 2018, amounts due to Mr. Tapalian totaled $33,747 and amounts due to the entity controlled by Mr. Tapalian totaled $2674,~~000~~060.

Note 5—Commitments and Contingencies

The Company may, from time to time, be involved in ordinary and routine litigation. Management presently believes that the ultimate outcome of these proceedings, individually or in the aggregate, will not have a material adverse effect on the Company’s financial position, results of operations or cash flows. Nevertheless, litigation is subject to inherent uncertainties, and unfavorable rulings could occur. An unfavorable ruling could include money damages and, in such event, could result in a material adverse impact on the Company’s financial position, results of operations or cash flows for the period in which the ruling occurs.

Note 6—Stockholders’ Deficit

For the ~~six~~nine months ended ~~September~~December 3031, 2017, the Company recorded a reclassification of registration and other offering costs of $28,~~140~~305 to paid-in capital as an offset to the gross proceeds from the sale of common stock. These costs were previously recorded as operating expenses. The Company does not believe that this reclassification represents a material misstatement ~~nor a material weakness in the Company’s internal control over financial reporting~~. The following table shows the impact of this reclassification to the income statement reported on the Form 10-Q for the ~~three~~interim ~~months~~periods ended June 30, 2017., September ~~There~~30, ~~was~~2017 noand ~~adjustment~~December ~~for the three months ended September 30~~31, 2017.

As reported	$	14,841
	For the Three Months Ended						For the Nine Months Ended
As corrected		12,701
	June 30, 2017		September 30, 2017		December 31, 2017		December 31, 2017
	$	2,140
As reported	$	14,841	$	21,379	$	21,558	$	57,778
As corrected		12,701		21,379		15,393		49,473
	$	2,140	$	-	$	6,165	$	8,305

On July 18, 2018, the Company filed with the Secretary of State of the State of Nevada, a Certificate of Amendment to the Company’s Articles of Incorporation (the “Certificate of Amendment”) which provided for (i) a change in the name of the Company from “Notes, Inc.” to “RISB Properties, Inc.” and (ii) an increase in the number of authorized shares of common stock of the Company, par value $0.001 per share, from 75,000,000 to 500,000,000 shares.

Note 7—Income Taxes

We ~~recorded~~recognized a benefit for income taxes for the three months ended ~~September~~December 3031, 2018 ~~and 2017~~ of $126,~~893~~465 and $7a provision for income taxes for the three months ended December 31,~~483,~~ ~~respectively~~2017 of $1,750. We ~~recorded~~recognized a benefit for income taxes for the ~~six~~nine months ended ~~September 30~~December 31, 2018 and 2017 of $1219,~~671~~135 and $1110,~~928~~178, respectively. For the three months and nine months ended December 31, 2018, and for the nine months ended December 31, 2017, we recognized an increase in our valuation allowance equal to the amounts of the respective benefit for income taxes. For the three months ended December 31, 2017, we used net operating loss carryforward to reduce in full the provision for income taxes. As of ~~September~~December 3031, 2018 and 2017, we had a full valuation allowance of $2734,~~783~~248 and $1210,~~457~~706, respectively, placed against our deferred tax assets related to our federal net operating loss carryforwards as it is not more likely than not that the deferred tax assets will be realized. Our annual Federal statutory income tax rate was 21% and 35% for the ~~six~~nine months ended ~~September~~December 3031, 2018 and 2017, respectively, and our effective federal income tax rate was reduced to zero for both periods as a result of the valuation allowance recorded against our deferred tax assets.

Note 8—Subsequent Events

In connection with the preparation of the accompanying financial statements, we have evaluated subsequent events through the date of this filing on Form 10-Q and determined there to be no events requiring adjustments to the financial statements and/or disclosures therein.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion should be read in conjunction with our unaudited financial statements, including the accompanying notes, appearing elsewhere in this Quarterly Report on Form 10-Q and our financial statements, including the accompany notes, in our Annual Report on Form 10-K dated March 31, 2018. The following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include but are not limited to those discussed below and elsewhere in this interim report. The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and in conjunction with the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial information.

Results of Operations for the Three Months Ended ~~September~~December 3031, 2018 and 2017

Revenues

The Company is a shell corporation and had no revenues for the three months ended ~~September~~December 3031, 2018 ~~(“2Q 2018”)~~ and 2017 ~~(“2Q 2017”)~~.

Operating Expenses

Operating expenses for the three months ended ~~September~~December 3031, 2018 and 2017 ~~was~~were $6130,~~397~~784 and $2115,~~379~~393, respectively. The increase of $4015,~~018~~391 was due primarily to an increase in legal fees of $18,000 for services related to the Company’s ~~various~~ SEC filings, an ~~increase~~ increase in professional fees of $367,~~250~~310 ~~resulting~~for ~~from~~services anrendered ~~increase~~by ofan ~~$32,400~~outside ~~due~~accounting ~~primarily~~provider ~~to work related to our future business plans~~ and ~~SEC~~offset ~~reporting~~by ~~compliance~~a ~~costs,~~reduction ~~and~~of ~~approximately~~ $~~3,850~~400 for ~~services related to the audit and~~ review ~~of our financial~~ ~~statements~~services. Officer compensation costs decreased by $209,000 due to the termination of Mr. Aujala’s employment agreement on April 23, 2018.

Net cash used in operating activities for the three months ended September 30, 2018 and 2017 was $36,623 and $30,379, respectively. Net cash used in operating activities for 2Q 2018 was due primarily to our net loss of $61,397 offset by decrease of prepaid expense of $375, an increase in accounts payable of $17,399 and an increase in accrued expenses of $7,000. Net cash used in operating activities for 2Q 2017 was due to our net loss of $21,379 offset by unpaid compensation expense of $9,000.

Net cash provided by financing activities for the three months ended September 30, 2018 and 2017 was $38,338 and $26,937, respectively. Net cash provided by financing activities for 2Q 2018 was from advances from related parties of $38,338. Net cash provided by financing activities for 2Q 2017 was from proceeds from the sale of common stock of $30,000 offset by repayment of advances to related party of $3,063.

Net Loss

The net loss for three months ended ~~September~~December 3031, 2018 and 2017 was $6130,~~397~~784 and $2115,~~379~~393, respectively.

Results of Operations for the ~~Six~~Nine Months Ended ~~September~~December 3031, 2018 and 2017

Change of Control

On April 23, 2018, Mr. Inderjit Aujala (“Mr. Aujala”) and certain other shareholders entered into a Stock Purchase Agreement to sell 99.7% of the issued and outstanding shares of the Company’s common stock for $325,000 to Mr. H. Charles Tapalian. Mr. Aujala also entered into an agreement with the Company to settle $36,882 representing amounts advanced by him to the Company and amounts due for unpaid compensation, and to terminate his employment agreement dated April 1, 2017.

Revenues

The Company ~~is a shell corporation and~~ had no revenues for the ~~six~~nine months ended ~~September~~December 3031, 2018 (“~~2018~~2019”) and 2017 (“~~2017~~2018”).

Operating Expenses

Operating expenses for the ~~six~~nine months ended ~~September~~December 3031, 2018 and 2017 ~~was~~were $97128,~~218~~002 and $3449,~~080~~473, respectively. The increase of $6378,~~138 was~~529 was due primarily to legal fees of $3048,000 for services related to the Company’s ~~various~~ SEC filings. In addition, professional fees increased by $5360,~~915~~825 due primarily to services rendered by an outside accounting ~~service costs~~provider, the costs to audit and review our financial statements, and tothe work related to our future business plans. Officer compensation costs decreased by $2635,700 due to the termination of Mr. Aujala’s employment agreement on April 23, 2018.

Net cash used in operating activities for the ~~six~~nine months ended ~~September~~December 3031, 2018 and 2017 was $56107,~~058~~317 and $3438,~~080~~473, respectively. Net cash used in operating activities for ~~2018~~2019 was due primarily to our net loss of $97128,~~218~~002 offset by a noncash adjustment for the settlement of related party loans and unpaid compensation of $3,950 and an increase in ~~accounts~~accrued ~~payable~~expenses of $1918,~~210~~000 and ana use ~~increase~~of incash ~~accrued expenses~~ of $181,~~000~~265 related to a reduction in accounts payable. Net cash used in operating activities for ~~2017~~2018 was due to our net loss of $3449,~~080~~473 offset by an increase in accounts payable of $2,000 and an increase in accrued expenses of $9,000.

Net cash provided by financing activities for the ~~six~~nine months ended ~~September~~December 3031, 2018 and 2017 was $59107,~~747~~807 and $3836,~~773~~530, respectively. Net cash provided by financing activities for ~~2018~~2019 was from advances from related parties of $59107,~~747~~807 to fund the Company’s cash requirements. Net cash provided by financing activities for ~~2017~~2018 was from net advances from a related party of $~~913~~4,835 and proceeds from the sale of common stock of $40,000 offset by offering costs related to the sale of common stock of $28,~~140~~305.

Net Loss

The net loss for ~~six~~nine months ended ~~September~~December 3031, 2018 and 2017 was $97128,~~218~~002 and $3449,~~080~~473, respectively.

~~Liquidity~~Going Concern

As of ~~September~~December 3031, 2018, the Company had total assets of $3516,~~715,~~ total liabilities of $~~101~~129,~~822~~407, including $59107,~~747~~807 in amounts due to to related parties, a stockholders’ deficit of $98128,~~107~~891, a working capital deficit of $98128,~~107~~891, and an accumulated deficit of $~~169~~199,~~184~~968. In addition, the Company has not commenced any revenue-generating activities. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities or any other adjustments that might be necessary should the Company be unable to continue as a going concern.

~~Capital~~Liquidity and Capital Resources

The Company is currently reliant solely on related party loans from its majority shareholder or entities controlled by its majority shareholder to fund its limited activities. If the Company implements a new business plan to acquire and develop real estate properties and real estate related businesses, it would require additional capital and fees. Our majority shareholder has no obligation to continue to provide additional loans and we have no assurance that other future financing will be available to us on acceptable terms. If our majority shareholder does not continue to provide additional loans or if other financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.

Material Commitments

As of the date of this Form 10-Q, we do not have any material commitments.

Off-Balance Sheet Arrangements

As of the date of this Form 10-Q, we do not have any off-balance sheet arrangements.

Critical Accounting Estimates and Policies

Due to the nature of the Company and its limited activities, the Company has no material assumptions or estimates that require recognition or disclosure in its financial statements other than the assumption that the Company is a going concern and the estimate related to its valuation allowance associated with deferred tax assets. For a discussion of recently-issued and adopted accounting pronouncements, see Part I. Item 1. “Unaudited Financial Statements,” Note 3—Summary of Significant ~~Accounting Policies.~~

Accounting Policies.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to be effective in providing reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management to allow timely decisions regarding required disclosure. Our Chief Executive Officer and Principal Financial Officer evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, he concluded that our disclosure controls and procedures were effective for the period ended ~~September~~December 3031, 2018.

In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute assurance of achieving the desired objectives. Also, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs.

Changes in internal controls.

There were no changes in our internal control over financial reporting identified in connection with the evaluation that occurred during the quarter ended ~~September~~December 3031, 2018 that have materially affected or are reasonably likely to materially affect our internal ~~control~~ control over financial reporting.

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PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

There are not presently any material pending legal proceedings to which the Company is a party and no such proceedings are known to the Company to be threatened or contemplated against it.

Item 1A. Risk Factors.

Not applicable.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mining Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

10.2	Stock Purchase Agreement dated April 23, 2018, by and among the Issuer, H. Charles Tapalian and the Sellers (1)
31.1*	Certification of Chief Executive Officer and Principal Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14 (a) or 15d-14 (a).
32.1**	Certification 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 Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Label Linkbase Document
101.PRE	XBRL Taxonomy Presentation Linkbase Document

Filed herewith

Furnished herewith

(1)

Previously filed as Exhibit 10.1 to our Current Report on Form 8-K which was filed with the Commission on April 27, 2018, and which is incorporated herein by reference.

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SIGNATURES

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.

	RISB Properties, Inc.
Dated: November 13, 2018	By:	/s/ H. Charles Tapalian
Dated: February 6, 2019	By:	/s/ H. Charles Tapalian
		H. Charles Tapalian Chief Executive Officer (Principal Executive, Financial and Accounting Officer)

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Filing Compare · RISB Properties, Inc.