10-Q

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 30, 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 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 12, 2018, 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
	Statements of Operations for the Three and Six Months Ended September 30, 2018 and 2017	2
	Statements of Stockholders’ Deficit as of September 30, 2018 and March 31, 2018	3
	Statements of Cash Flows for the Three and Six Months Ended September 30, 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	10
Item 4.	Controls and Procedures	10
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	11
Item 1A.	Risk Factors	11
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	11
Item 3.	Defaults Upon Senior Securities	11
Item 4.	Mining Safety Disclosures	11
Item 5.	Other Information	11
Item 6.	Exhibits	11
	Signatures	12

i

PART I. FINANCIAL INFORMATION

Item 1. Unaudited Financial Statements

RISB Properties, Inc.

Balance Sheets

	September 30, 2018			March 31, 2018
	(unaudited)
ASSETS
Current assets:
Cash	$	3,715		$	26
Total assets	$	3,715		$	26
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable	$	24,075		$	4,865
Accrued expenses		18,000			-
Unpaid compensation to related party		-			18,000
Due to related parties		59,747			14,932
Total liabilities	$	101,822		$	37,797
Comittments 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
Additional paid-in capital		67,577			30,695
Accumulated deficit		(169,184	)		(71,966	)
Total stockholders' deficit		(98,107	)		(37,771	)
Total liabilities and stockholders' deficit	$	3,715		$	26

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

1

RISB Properties, Inc.

Statements of Operations

(unaudited)

	For the Three Months Ended September 30,						For the Six Months Ended September 30,
	2018			2017			2018			2017
Operating expenses:
Related party officer compensation	$	-		$	20,000		$	2,300		$	29,000
Professional fees		36,850			600			58,165			4,250
Legal fees		18,000			-			30,000			-
General and administrative		6,547			779			6,753			830
Net loss	$	(61,397	)	$	(21,379	)	$	(97,218	)	$	(34,080	)
Basic and diluted net loss per common share	$	(0.02	)	$	(0.01	)	$	(0.03	)	$	(0.01	)
Basic and diluted weighted average common shares outstanding		3,500,000			3,136,359			3,500,000			2,823,197

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

2

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		-		-		-		(97,218	)		(97,218	)
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	)

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

3

RISB Properties, Inc.

Statements of Cash Flows

(unaudited)

	For the Three Months Ended September 30,						For the Six Months Ended September 30,
	2018			2017			2018			2017
Cash flows from operating activities:
Net loss	$	(61,397	)	$	(21,379	)	$	(97,218	)	$	(34,080	)
Adjustments to reconcile net loss to net cash used in operating activities:
Settlement of related party loans		-			-			1,650			-
Settlement of unpaid compensation to related party		-			-			2,300			-
Changes in operating assets and liabilities:
Prepaid expenses		375			-			-			-
Unpaid compensation for related party		-			-			-			-
Accounts payable		17,399			-			19,210			-
Accrued expenses		7,000			(9,000	)		18,000			-
Net cash used in operating activities		(36,623	)		(30,379	)		(56,058	)		(34,080	)
Cash flows from financing activities:
Advances from related parties		38,338			(3,063	)		59,747			913
Proceeds from the sale of common stock		-			30,000			-			40,000
Offering costs related to the sale of common stock		-			-			-			(2,140	)
Net cash provided by financing activities		38,338			26,937			59,747			38,773
Net increase in cash		1,715			(3,442	)		3,689			4,693
Cash, beginning of period		2,000			10,110			26			1,975
Cash, end of period	$	3,715		$	6,668		$	3,715		$	6,668
								-
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.

4

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. 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. Certain changes in classifications have been made to the prior period financial statements to conform to the current financial statement presentation. 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 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 30, 2018, the Company had total assets of $3,715, total liabilities of $101,822, including $59,747 in amounts due to related parties, a stockholders’ deficit of $98,107, a working capital deficit of $98,107 and an accumulated deficit of $169,184. 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. 

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 substantial 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. 

5

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 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 periods ended September 30, 2018 and 2017, the Company recorded $2,300 and $29,000, respectively, in officer compensation to Mr. Aujala (see change of control section in Note 2--Basis of Presentation and Going Concern.) 

During the six months ended September 30, 2018, Mr. Tapalian, and an entity controlled by Mr. Tapalian, provided non-interest-bearing loans to the Company in an aggregate amount of $59,747 that are payable upon demand. At September 30, 2018, amounts due to Mr. Tapalian totaled $33,747 and amounts due to the entity controlled by Mr. Tapalian totaled $26,000.

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 months ended September 30, 2017, the Company recorded a reclassification of registration and other offering costs of $2,140 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 months ended June 30, 2017. There was no adjustment for the three months ended September 30, 2017.

As reported	$	14,841
As corrected		12,701
	$	2,140

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.

6

Note 7—Income Taxes

We recorded a benefit for income taxes for the three months ended September 30, 2018 and 2017 of $12,893 and $7,483, respectively. We recorded a benefit for income taxes for the six months ended September 30, 2018 and 2017 of $12,671 and $11,928, respectively. As of September 30, 2018 and 2017, we had a valuation allowance of $27,783 and $12,457, respectively, placed against our deferred tax assets related to our federal net operating loss carryforwards. Our annual Federal statutory income tax rate was 21% and 35% for the six months ended September 30, 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. 

7

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 30, 2018 and 2017

Revenues

The Company is a shell corporation and had no revenues for the three months ended September 30, 2018 (“2Q 2018”) and 2017 (“2Q 2017”).

Operating Expenses

Operating expenses for the three months ended September 30, 2018 and 2017 was $61,397 and $21,379, respectively. The increase of $40,018 was due primarily to an increase in legal fees of $18,000 for services related to the Company’s various SEC filings, an increase in professional fees of $36,250 resulting from an increase of $32,400 due primarily to work related to our future business plans and SEC reporting compliance costs, and approximately $3,850 for services related to the audit and review of our financial statements. Officer compensation costs decreased by $20,000 due to the termination of Mr. Aujala’s employment agreement.

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.

8

Net Loss

The net loss for three months ended September 30, 2018 and 2017 was $61,397 and $21,379, respectively.

Results of Operations for the Six Months Ended September 30, 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 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 months ended September 30, 2018 (“2018”) and 2017 (“2017”).

Operating Expenses

Operating expenses for the six months ended September 30, 2018 and 2017 was $97,218 and $34,080, respectively. The increase of $63,138 was due primarily to legal fees of $30,000 for services related to the Company’s various SEC filings. In addition, professional fees increased by $53,915 due primarily to outside accounting service costs, the costs to audit and review our financial statements, and to work related to our future business plans. Officer compensation costs decreased by $26,700 due to the termination of Mr. Aujala’s employment agreement.

Net cash used in operating activities for the six months ended September 30, 2018 and 2017 was $56,058 and $34,080, respectively. Net cash used in operating activities for 2018 was due primarily to our net loss of $97,218 offset by a noncash adjustment for the settlement of related party loans and unpaid compensation of $3,950 and an increase in accounts payable of $19,210 and an increase in accrued expenses of $18,000. Net cash used in operating activities for 2017 was due to our net loss of $34,080.

Net cash provided by financing activities for the six months ended September 30, 2018 and 2017 was $59,747 and $38,773, respectively. Net cash provided by financing activities for 2018 was from advances from related parties of $59,747. Net cash provided by financing activities for 2017 was from net advances from a related party of $913 and proceeds from the sale of common stock of $40,000 offset by offering costs related to the sale of common stock of $2,140.

Net Loss

The net loss for six months ended September 30, 2018 and 2017 was $97,218 and $34,080, respectively.

Liquidity

As of September 30, 2018, the Company had total assets of $3,715, total liabilities of $101,822, including $59,747 in amounts due to related parties, a stockholders’ deficit of $98,107, a working capital deficit of $98,107, and an accumulated deficit of $169,184. 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 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.

9

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

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. 

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. 

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 30, 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 30, 2018 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

10

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.

11

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
		H. Charles Tapalian Chief Executive Officer (Principal Executive, Financial and Accounting Officer)

12

EX-31.1

Exhibit 31.1

CERTIFICATION

I, H. Charles Tapalian, Chief Executive Officer and Principal Financial and Accounting Officer, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of RISB Properties, Inc.

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. As the registrant’s sole certifying officer, I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. As the registrant’s sole certifying officer, I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 13, 2018	/s/ H. Charles Tapalian
	H. Charles Tapalian
	Chief Executive Officer
	(Principal Executive Officer and Principal Financial and Accounting Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. 1350

(SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002)

I, H. Charles Tapalian, Chief Executive Officer and Principal Financial and Accounting Officer of RISB Properties, Inc. (the “Company”), certify, pursuant to 18 U.S.C. Section 1350, that, to the best of my knowledge:

1. the Quarterly Report on Form 10-Q of the Company for the period ended September 30, 2018 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: November 13, 2018	By:	/s/ H. Charles Tapalian
		H. Charles Tapalian Chief Executive Officer (Principal Executive Officer and Principal Financial and Accounting Officer)

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Document and Entity Information - shares	6 Months Ended
	Sep. 30, 2018	Nov. 12, 2018
Document and Entity Information [Abstract]
Entity Registrant Name	RISB Properties, Inc.
Entity Central Index Key	0001703975
Amendment Flag	false
Document Type	10-Q
Document Period End Date	Sep. 30, 2018
Document Fiscal Period Focus	Q2
Current Fiscal Year End Date	--03-31
Document Fiscal Year Focus	2019
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Common Stock, Shares Outstanding		3,500,000

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Balance Sheets - USD ($)	Sep. 30, 2018	Mar. 31, 2018
Current assets:
Cash	$ 3,715	$ 26
Total assets	3,715	26
Current liabilities:
Accounts payable	24,075	4,865
Accrued expenses	18,000
Unpaid compensation to related party		18,000
Due to related parties	59,747	14,932
Total liabilities	101,822	37,797
Comittments 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
Additional paid-in capital	67,577	30,695
Accumulated deficit	(169,184)	(71,966)
Total stockholders' deficit	(98,107)	(37,771)
Total liabilities and stockholders' deficit	$ 3,715	$ 26

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Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2018	Mar. 31, 2018
Statement of Financial Position [Abstract]
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	500,000,000	75,000,000
Common stock, shares issued	3,500,000	3,500,000
Common stock, shares outstanding	3,500,000	3,500,000

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Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Operating expenses:
Related party officer compensation		$ 20,000	$ 2,300	$ 29,000
Professional fees	36,850	600	58,165	4,250
Legal fees	18,000		30,000
General and administrative	6,547	779	6,753	830
Net loss	$ (61,397)	$ (21,379)	$ (97,218)	$ (34,080)
Basic and diluted net loss per common share	$ (0.02)	$ (0.01)	$ (0.03)	$ (0.01)
Basic and diluted weighted average common shares outstanding	3,500,000	3,136,359	3,500,000	2,823,197

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Statements of Stockholders' Deficit Equity (Unaudited) - 6 months ended Sep. 30, 2018 - USD ($)	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Mar. 31, 2018	$ 3,500	$ 30,695	$ (71,966)	$ (37,771)
Balance, shares at Mar. 31, 2018	3,500,000
Net loss			(97,218)	(97,218)
Settlement of related party debt and unpaid compensation		36,882		36,882
Balance at Sep. 30, 2018	$ 3,500	$ 67,577	$ (169,184)	$ (98,107)
Balance, shares at Sep. 30, 2018	3,500,000

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Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Cash flows from operating activities:
Net loss	$ (61,397)	$ (21,379)	$ (97,218)	$ (34,080)
Adjustments to reconcile net loss to net cash used in operating activities:
Settlement of related party loans			1,650
Settlement of unpaid compensation to related party			2,300
Changes in operating assets and liabilities:
Prepaid expenses	375
Unpaid compensation for related party
Accounts payable	17,399		19,210
Accrued expenses	7,000	(9,000)	18,000
Net cash used in operating activities	(36,623)	(30,379)	(56,058)	(34,080)
Cash flows from financing activities:
Advances from related parties	38,338	(3,063)	59,747	913
Proceeds from the sale of common stock		30,000		40,000
Offering costs related to the sale of common stock				(2,140)
Net cash provided by financing activities	38,338	26,937	59,747	38,773
Net increase in cash	1,715	(3,442)	3,689	4,693
Cash, beginning of period	2,000	10,110	26	1,975
Cash, end of period	3,715	6,668	3,715	6,668
Supplemental disclosure of cash flow information:
Settlement of related party debt and unpaid compensation			$ 36,882

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Nature of Operations

6 Months Ended

Sep. 30, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Nature of Operations

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. In these notes, the terms “we,” “us,” “our,” “RISB,” or the “Company” means RISB Properties, Inc.

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Basis of Presentation and Going Concern

6 Months Ended

Sep. 30, 2018

Basis of Presentation and Going Concern [Abstract]

Basis of Presentation and Going Concern

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. Certain changes in classifications have been made to the prior period financial statements to conform to the current financial statement presentation. 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 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 30, 2018, the Company had total assets of $3,715, total liabilities of $101,822, including $59,747 in amounts due to related parties, a stockholders’ deficit of $98,107, a working capital deficit of $98,107 and an accumulated deficit of $169,184. 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. 

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 substantial 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. 

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Summary of Significant Accounting Policies

6 Months Ended

Sep. 30, 2018

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

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 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.

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Related Party Transactions

6 Months Ended

Sep. 30, 2018

Related Party Transactions [Abstract]

Related Party Transactions

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 periods ended September 30, 2018 and 2017, the Company recorded $2,300 and $29,000, respectively, in officer compensation to Mr. Aujala (see change of control section in Note 2--Basis of Presentation and Going Concern.) 

During the six months ended September 30, 2018, Mr. Tapalian, and an entity controlled by Mr. Tapalian, provided non-interest-bearing loans to the Company in an aggregate amount of $59,747 that are payable upon demand. At September 30, 2018, amounts due to Mr. Tapalian totaled $33,747 and amounts due to the entity controlled by Mr. Tapalian totaled $26,000.

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Commitments and Contingencies

6 Months Ended

Sep. 30, 2018

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

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. 

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Stockholders' Deficit

6 Months Ended

Sep. 30, 2018

Stockholders' Equity Note [Abstract]

Stockholders' Deficit

Note 6—Stockholders’ Deficit

For the six months ended September 30, 2017, the Company recorded a reclassification of registration and other offering costs of $2,140 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 months ended June 30, 2017. There was no adjustment for the three months ended September 30, 2017.

As reported	$	14,841
As corrected		12,701
	$	2,140

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.

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Income Taxes

6 Months Ended

Sep. 30, 2018

Income Tax Disclosure [Abstract]

Income Taxes

Note 7—Income Taxes

We recorded a benefit for income taxes for the three months ended September 30, 2018 and 2017 of $12,893 and $7,483, respectively. We recorded a benefit for income taxes for the six months ended September 30, 2018 and 2017 of $12,671 and $11,928, respectively. As of September 30, 2018 and 2017, we had a valuation allowance of $27,783 and $12,457, respectively, placed against our deferred tax assets related to our federal net operating loss carryforwards. Our annual Federal statutory income tax rate was 21% and 35% for the six months ended September 30, 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.

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Subsequent Events

6 Months Ended

Sep. 30, 2018

Subsequent Events [Abstract]

Subsequent Events

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.

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Summary of Significant Accounting Policies (Policies)

6 Months Ended

Sep. 30, 2018

Accounting Policies [Abstract]

Use of Estimates and Assumptions

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

Settlement of Amounts Due to Related Party

The Company recorded 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.

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Stockholders' Deficit (Tables)

6 Months Ended

Sep. 30, 2018

Stockholders' Equity Note [Abstract]

Schedule of reclassification of registration and other offering costs

As reported	$	14,841
As corrected		12,701
	$	2,140

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Basis of Presentation and Going Concern (Details) - USD ($)	1 Months Ended	3 Months Ended		6 Months Ended
	Apr. 23, 2018	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Mar. 31, 2018
Basis of Presentation and Going Concern (Textual)
Total assets		$ 3,715		$ 3,715		$ 26
Total liabilities		101,822		101,822		37,797
Related party loans		59,747		59,747		14,932
Stockholders' deficit		(98,107)		(98,107)		(37,771)
Accumulated deficit		(169,184)		(169,184)		(71,966)
Working capital deficit		98,107		98,107
Settlement of adjustment to paid-in capital				36,882
Unpaid compensation amount						18,000
Net advances from related party		59,747		59,747		$ 14,932
Officer compensation			$ 20,000	2,300	$ 29,000
Transfer agent fees				$ 1,650
Mr. Tapalian [Member]
Basis of Presentation and Going Concern (Textual)
Issued and outstanding shares of common stock value	$ 325,000
Mr. Aujala [Member]
Basis of Presentation and Going Concern (Textual)
Percentage of issued and outstanding shares of common stock	99.70%
Amounts advanced by Mr. Aujala	$ 36,882

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Related Party Transactions (Details) - USD ($)	1 Months Ended	3 Months Ended		6 Months Ended
	Apr. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Apr. 01, 2018
Related Party Transactions (Textual)
Officer base salary compensation to Mr. Aujala			$ 20,000	$ 2,300	$ 29,000
Mr. Aujala [Member]
Related Party Transactions (Textual)
Officer base salary compensation to Mr. Aujala				2,300	$ 29,000
Base salary amount						$ 36,000
Employment agreement term	2 years
Mr. Tapalian [Member]
Related Party Transactions (Textual)
Aggregate amount of non-interest-bearing loans				$ 59,747
Amounts due to related party, description				Amounts due to Mr. Tapalian totaled $33,747 and amounts due to the entity controlled by Mr. Tapalian totaled $26,000.

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Stockholders' Deficit (Details)	6 Months Ended
	Sep. 30, 2017 USD ($)
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Reclassification of registration and other offering costs	$ 2,140
As reported [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Reclassification of registration and other offering costs	14,841
As corrected [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Reclassification of registration and other offering costs	$ 12,701

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Stockholders' Deficit (Details Textual) - USD ($)	1 Months Ended	6 Months Ended
	Jul. 18, 2018	Sep. 30, 2017
Stockholders' Deficit (Textual)
Reclassification of registration and other offering costs		$ 2,140
Stockholders' deficit, description	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.

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Income Taxes (Details) - USD ($)	3 Months Ended		6 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Income Taxes (Textual)
Valuation allowance related to deferred tax assets	$ 27,783	$ 12,457	$ 27,783	$ 12,457
Federal statutory income tax rate			21.00%	35.00%
Benefit for income taxes	$ 12,893	$ 7,483	$ 12,671	$ 11,928