RENAVOTIO, INC. - FORM 10-K/A

Attached files

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EX-32.2 - CERTIFICATION - RENAVOTIO, INC.	segn_ex322.htm
EX-32.1 - CERTIFICATION - RENAVOTIO, INC.	segn_ex321.htm
EX-31.2 - CERTIFICATION - RENAVOTIO, INC.	segn_ex312.htm
EX-31.1 - CERTIFICATION - RENAVOTIO, INC.	segn_ex311.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

(Mark One)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: December 31, 2017

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

For the transition period from __________ to __________

Commission file number 333-188401

SUCCESS ENTERTAINMENT GROUP INTERNATIONAL INC.

(Exact name of registrant as specified in its charter)

Nevada		99-0385424
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

215 North Jefferson St. Ossian, Indiana		46777
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (260) 490-9990

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Name of Each Exchange On Which Registered
N/A		N/A

Securities registered pursuant to Section 12(g) of the Act:

N/A

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 the Securities Act. Yes ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act Yes ¨ No x

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 last 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-K (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No x

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes ¨ No x

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

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x

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

The aggregate market value of Common Stock held by non-affiliates of the Registrant on June 30, 2017 was $11,800,000 based on a $5 average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date.

75,000,000 common shares as of April 10, 2018.

DOCUMENTS INCORPORATED BY REFERENCE

None.

EXPLANATORY NOTE

Success Entertainment Group International Inc. (the “Company,” “we,” “us” or “our”) filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2017 (“Original Form 10-K”) with the U.S. Securities and Exchange Commission (the “SEC”) on April 11, 2018. The Company is filing this Amendment No. 1 to the Form 10-K, or “Form 10-K/A,” for the purpose of (i) re-filing the audited consolidated financial statements and the auditor’s report thereon, (ii) correcting a typographical error appearing under the section titled Management’s Discussion and Analysis of Financial Condition and Results of Operations; and (iii) correcting a typographical error appearing in the Summary Compensation Table, all as more fully described below.

Financial Statement Amendments

General Financial Statement Amendment:

We are revising the heading to the balance sheets and each financial statement comprising the financial statements and the notes thereto to indicate that the financial statements furnished with this Form 10-K/A and the notes thereto are the “consolidated” financial statements of the Company and our subsidiaries and the notes thereto.

Audit Report Amendment:

We are furnishing a revised audit report that indicates that the financial statements included in the Form 10-K/A represent the “consolidated” financial statements of the Company and our subsidiaries.

Consolidated Balance Sheets Amendments:

	·	We are revising the consolidated balance sheets for the years ended December 31, 2016 and 2017 to include line items that we unintentionally omitted from the consolidated balance sheets furnished with the Original Form 10-K as a result of a formatting error which occurred in the process of converting the Original Form 10-K from the Word and Excel files in which the Original Form 10-K was created into the plain text files required by the Electronic Data Gathering, Analysis, and Retrieval, or EDGAR, system. Specifically, we are amending the consolidated balance sheets to add line items titled “Accounts receivable, net” and “Advance to director” (which line items we refer to as the “Missing Balance Sheets Line Items”) which appear in this 10-K/A under the heading “Current Assets.” The inclusion of the Missing Balance Sheets Line Items does not change the numerical information appearing under the line items titled “Total Current Assets” and “Total Assets,” which accurately presented our assets for the 2016 and 2017 periods within the framework of generally accepted accounting principles in the United States (“GAAP”), as if the information set forth in the Missing Balance Sheets Line Items originally had been included in the consolidated balance sheets appearing in the Original Form 10-K. The inclusion of the Missing Balance Sheets Line Items does not require us to make changes to any other numerical information appearing in the balance sheets or other financial statements in the Form 10-K/A nor do the changes involve adjustments to any line item in any previously issued financial statements provided with any filing we have made on the EDGAR system prior to the date of the Original Form 10-K.

	·	The information in the first line item appearing under the heading “Stockholders Equity (Deficit)” in the Original Form 10-K shows only the number of shares of common stock outstanding as of December 31, 2016. We are amending the first line item appearing under the heading “Stockholders Equity (Deficit)” to indicate that there were 75,000,000 shares of common stock outstanding as of December 31, 2017.

Consolidated Statements of Operations Amendment:

We are revising the consolidated statements of operations for the years ended December 31, 2016 and 2017 to include line items that we unintentionally omitted from the consolidated statements of operations furnished with the Form 10-K as a result of a formatting error which occurred in the process of converting the Original Form 10-K from the Word and Excel files in which the Original Form 10-K was created into the plain text files required by the EDGAR system. Specifically, we are amending the consolidated statements of operations to add the line items titled “Cost of Revenues” and Gross Profit” (which line items we refer to as the “Missing Statement of Operations Line Items”) which appear in this 10-K/A under the heading “Revenues.” The inclusion of the Missing Statement of Operations Line Items does not change the numerical information appearing under the line items titled “Net Income (Loss) from Operation before Taxes” and “Net Income (Loss),” which accurately reflect our net income from operations before taxes and our net loss for the 2016 and 2017 periods within the framework of GAAP as if the information set forth in the Missing Statements of Operations Line Items originally had been included in the consolidated statements of operations appearing in the Original Form 10-K. The inclusion of the Missing Statements of Operations Line Items does not require us to make changes to any other numerical information appearing in the balance sheets or other financial statements in the Form 10-K/A nor do the changes involve adjustments to any line item in any previously issued financial statements provided with any filing we have made on the EDGAR system prior to the date of the Original Form 10-K.

Notes to Consolidated Financial Statements:

We are adding a new paragraph to note 3 to the audited consolidated financial statements as the second paragraph to that note setting forth the Company’s position as to principles of consolidation in the financial statements.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”):

We are revising the MD&A as follows: (i) under the subheading “Results of Operations for the Years Ended December 31, 2017 and 2016” we are revising the line item titled “Cost of Revenue” to indicate that the total cost incurred to obtain a sale and the cost of the goods or services sold was $60,000, as reported in the consolidated financial statements, not the $6,000 reported in the MD&A and (ii) to indicate that the audited financial statements are audited consolidated financial statements.

Summary Compensation Table:

The Summary Compensation Table in the Original Form 10-K discloses that Frank Tseng, our chief financial officer, received a salary of $6,000 for the year ended December 31, 2017. In fact, Mr. Tseng received a salary of $66,000 for the year ended December 31, 2017. The Summary Compensation Table has been amended in this Form 10-K/A to reflect the actual salary that Mr. Tseng received from the Company for the 2017 period.

Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Form 10-K/A also contains new certifications by the principal executive officer and the principal financial officer as required by Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002. Accordingly, Item 15(b) of Part IV is amended to include the currently dated certifications as exhibits.

Except as expressly noted in this Form 10-K/A, this Form 10-K/A does not reflect events occurring after the date of the filing of the Original Form 10-K or modify or update in any way any of the other disclosures contained in the Original Form 10-K. Accordingly, this Form 10-K/A should be read in conjunction with the Original Form 10-K and the Company’s other filings with the SEC.

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TABLE OF CONTENTS

PART I

Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	5

PART II

Item 8.	Financial Statements and Supplementary Data	10

	PART III

Item 11.	Executive Compensation	10

PART IV

Item 15.	Exhibits, Financial Statement Schedules	12

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this report.

Results of Operations for the Years Ended December 31, 2017 and 2016.

Our operating results for the years for the Years Ended December 31, 2017 and 2016:

	Year Ended
	December 31,
	2017			2016
Revenue	$	313,000		$	-
Cost of revenues	$	60,000			-
Operating expenses (general and administrative)	$	277,162		$	61,354
Net Income (Loss) from Operation before Taxes	$	(24,162	)	$	(61,354	)
Net Income (Loss)	$	(24,162	)	$	(61,354	)

Operating Revenues

Our company did not record any revenues during the years ended December 31, 2016. In the year ended December 31, 2017, the company recorded $313,000 in revenues.

Cost of Revenues

Our company did not record any cost of revenues during the years ended December 31, 2016. In the year ended December 31, 2017, the company recorded $60,000 in cost of revenues.

Operating Expenses and Net Loss

Operating expenses for the year ended December 31, 2017 were $277,162 compared with $61,354 for the year ended December 31, 2016. The increase in operating expense was primarily attributed to an increase in business activities, and management initiatives to grow the business and expand the shareholder base. Our expenses consisted entirely of general and administrative expenses, which included professional fees (legal, accounting, audit), annual and incidental corporate filing fees, filing fees associated with the electronic filing of our public disclosure documents, travel expense, communications expenses (telephone, internet) and incidental office expenses (mail, courier, etc.).

Our Net loss for the year ended December 31, 2017 was $24,162 compared with $61,354 for the year ended December 31, 2016.

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Liquidity and Capital Resources

Working Capital

	At			At
	December 31,			December 31,
	2017			2016

Total Current Assets	$	214,140		$	459
Total Current Liabilities	$	317,737		$	144,534
Working Capital (deficit)	$	(103,597	)	$	(144,075	)

Cash Flows

	Year Ended
	December 31,		December 31,
	2017		2016
Net Cash used in Operating Activities	$	104,920	$	66,307
Cash provided by Financing Activities	$	159,202	$	53,265
Net Increase (Decrease) in Cash and Equivalents	$	54,282	$	(13,042	)
Cash and Equivalents at end of the period	$	54,742	$	459

As at December 31, 2017, our cash balance and total assets were $54,742 and $214,140, respectively, compared to $459 and $459 as at December 31, 2016. The increase was due to cash provided by financing activities and increase in accounts receivable.

As at December 31, 2017, we had total liabilities of $317,737 compared with total liabilities of $144,534 as at December 31, 2016. The increase in total liabilities is attributed to the increase of related party loans in 2017, as well as accrued expenses, notes payable to related parties, and accounts payable.

As at December 31, 2017, we had a working capital deficit of $103,597 compared with a working capital deficit of $144,075 as at December 31, 2016. The decrease in our working capital deficit was due to our increased total current assets.

Cash flow from Operating Activities

During the year ended December 31, 2017, we used $104,920 of cash for operating activities compared to the use of $66,307 of cash for operating activities during the year ended December 31, 2016. The increase in cash used for operating activities was mainly due to increase in accounts receivable.

Cash flow from Financing Activities

During the year ended December 31, 2017, we received $159,202 of cash from financing activities compared to $53,265 for the year ended December 31, 2016. The increase in cash provided by financing activities is due to an increase in proceeds from issuance of notes payable, proceeds from a stock issuance, and some related party loans.

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Cash Requirements

Over the next 12 months we intend to carry on business as an Internet portal and next generation social media website. We anticipate that we will incur significant expenses in operating the business over the next 12 months, but cannot estimate accurately at this time the expenses.

In the event that we are unable to raise sufficient funds to implement our growth strategy, we intend to scale back our business plan commensurate with the financing available to us. In that regard, we estimate that we will require approximately $75,000 to maintain our basic business operations, which includes fulfilling our public reporting obligations, and continuing to seek opportunities to produce or to participate in the production of an internet video. Further, we estimate that development and production costs for an internet video production could vary, depending on the complexity of the project undertaken, the marquee value of key talent, the duration of the video, and the cost of the chosen location. We intend to tailor our production values to the budget available to us.

The funds we will require may be raised through equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our shares. There is no assurance that we will be able to maintain operations at a level sufficient for an investor to obtain a return on their investment in our common stock. Further, we may continue to be unprofitable.

Future Financings

We will continue to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund our operations and other activities.

Purchase of Significant Equipment

We do not anticipate the purchase or sale of any plant or significant equipment during the next 12 months.

Going Concern

Our company’s consolidated financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Our company does not have a source of revenue sufficient to cover our operation costs giving substantial doubt for it to continue as a going concern. Our company will be dependent upon the raising of additional capital through placement of our common stock in order to implement its business plan, or merge with an operating company. There can be no assurance that our company will be successful in either situation in order to continue as a going concern. Our company is funding our initial operations by way of issuing founder’s shares.

Our officers and directors have committed to advancing certain operating costs of our company, including legal, audit, transfer agency and Edgar filing costs, however they are under no obligation to provide additional financial support.

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In order to continue as a going concern, our company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for our company by obtaining capital from management and significant shareholders sufficient to meet our minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that our company will be successful in accomplishing any of our plans.

The ability of our company to continue as a going concern is dependent upon our ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if our company is unable to continue as a going concern.

Contractual Obligations

As a “smaller reporting company”, we are not required to provide tabular disclosure obligations.

Going Concern

The Company has incurred losses since Inception (January 30, 2013) resulting in an accumulated deficit of $204,937 as of December 31, 2017 that includes loss of $24,162 for the year ended December 31, 2017. The Company is still in development stage and has not created sufficient revenue to cover any operating losses it may incur. Accordingly, there is substantial doubt about the Company’s ability to continue as a going concern.

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that could result from the outcome of this uncertainty.

The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and, or, obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due.

Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. The Company intends to position itself so that it may be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

Critical Accounting Policies

Basis of Presentation

The consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

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Cash and Cash Equivalents

The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. The Company had $54,742 and $459 of cash as of December 31, 2017 and 2016, respectively.

The Company’s bank accounts are deposited in insured institutions. At December 31, 2017 and 2016, the Company’s bank deposits did not exceed the insured amounts.

Accounts Receivable

Accounts receivable are stated at the amount management expects to collect from outstanding balances.

Management provides for probable uncollected amounts through a charge to earnings and a credit to an allowance for bad debts based on its assessment of the current status of individual accounts. Balances that are still outstanding after management has used reasonable collection efforts are written off through a charge to the allowance for bad debts and a credit to accounts receivable.

Fair Value of Financial Instruments

ASC 820 "Fair Value Measurements and Disclosures" establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.

These tiers include:

Level 1: defined as observable inputs such as quoted prices in active markets;

Level 2: defined as input other than quoted market prices that are observable, either directly or indirectly, and reasonably available. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the Company.

Level 3: defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

The Company’s financial instruments consist of cash, a related party loan and note payable related party. The carrying amount of these financial instruments approximates fair value due their short term maturity.

Income Taxes

Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

Revenue Recognition

The Company will recognize revenue in accordance with ASC. 605, “Revenue Recognition”. ASC-605 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company will defer any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required.

The major revenue streams of the Company are a series of human spirit stimulation training seminars. Training seminars have its agenda and speaking topics and other decoration details defined within the contract. The Company recognizes revenue when services have been provided, and collection is reasonably assured.

Advertising Costs

The Company policy regarding advertising is to expense advertising when incurred. The Company incurred advertising expense of $0 for the years ended December 31, 2017 and 2016.

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Stock-Based Compensation

Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718.

As at December 31, 2017 and 2016, the Company has not adopted a stock option plan and has not granted any stock options.

Basic and Diluted Income (Loss) per Share

Per Share Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. The basic and diluted loss per share for the years ended December 31, 2017 and 2016 as follows:

	For the Years Ended
	December 31,
	2017			2016
Numerator
Net loss	$	(24,162	)	$	(61,354	)
Denominator
Weighted average common shares outstanding – basic		34,445,041			10,360,000
Dilution associated with stock subscription		-			-
Weighted average common shares outstanding – diluted		34,445,041			10,360,000

Loss per share	$	(0.001	)	$	(0.006	)

Recent Accounting Pronouncements

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on our financial condition or the results of its operations.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

As a “smaller reporting company”, we are not required to provide the information required by this Item.

PART II

Item 8. Financial Statements and Supplementary Data

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Success Entertainment Group International, Inc.

We have audited the accompanying consolidated balance sheets of Success Entertainment Group International, Inc. as of December 31, 2017 and 2016, and the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows for each of the years in the two-year period ended December 31, 2017. Success Entertainment Group International, Inc.’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Success Entertainment Group International, Inc. and its subsidiaries as of December 31, 2017 and 2016, and the results of operations and cash flows for each of the years in the two-year period ended December 31, 2017 in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has incurred accumulated deficit of $204,937 as of December 31, 2017 that includes loss of $24,162 for the year ended December 31, 2017. The Company is still in development stage of its business and has not created sufficient revenue to cover any operating losses it may incur. These factors raise substantial doubt about its ability to continue as a going concern. Management’s plans concerning this matter are also described in Note 2. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Yichien Yeh, CPA	Oakland
Gardens, New York	April 18, 2018

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SUCCESS ENTERTAINMENT GROUP INTERNATIONAL, INC.
CONSOLIDATED BALANCE SHEETS

	December 31,			December 31,
	2017			2016
Assets

Current assets
Cash	$	54,742		$	459
Accounts receivable, net		123,000			-
Advance to director		36,398			-
Total Current Assets		214,140			459

Total Assets	$	214,140		$	459

Liabilities and Stockholders' Equity (Deficit)

Current Liabilities
Accrued expenses	$	62,103		$	25,959
Loan - related party		133,669			118,575
Total Current Liabilities		317,737			144,534

Total Liabilities		317,737			144,534

Commitments and Contingencies

Stockholders' Equity (Deficit)
Common stock, $0.001 par value, 75,000,000 shares authorized; 75,000,000 shares issued and outstanding as of December 31, 2017 and 10,360,000 shares issued and outstanding as of December 31, 2016		75,000			10,360
Additional paid in capital		26,340			26,340
Accumulated deficit		(204,937	)		(180,775	)
Total stockholders' equity (deficit)		(103,597	)		(144,075	)
Total liabilities and stockholders' equity (deficit)	$	214,140		$	459

See Notes to Consolidated Financial Statements

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SUCCESS ENTERTAINMENT GROUP INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS

	For the Years Ended
	December 31
	2017			2016

Revenue	$	313,000		$	-
Cost of Revenues		60,000			-
Gross Profit		253,000			-

Operating Expenses
General and administrative		277,162			61,534

Net Income (Loss) from Operation before Taxes		(24,162	)		(61,354	)

Provision for Income Taxes		-			-

Net Income (Loss)	$	(24,162	)	$	(61,354	)

Earnings (Loss) per Common Share-Basic and Diluted	$	(0.00	)	$	(0.01	)

Weighted Average Number of Common
Shares Outstanding Basic and diluted		34,445,041			10,360,000

See Notes to Consolidated Financial Statements

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CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE YEARS ENDED DECEMBER 31, 2017 and 2016

					Additional
	Common Stock				Paid-In		Accumulated
	Shares		Amount		Capital		Deficit			Total

Balance, December 31, 2015		10,360,000	$	10,360	$	26,340	$	(119,421	)	$	(82,721	)

Net loss for the year ended December 31, 2016		-		-		-		(61,354	)		(61,354	)

Balance, December 31, 2016		10,360,000	$	10,360	$	26,340	$	(180,775	)	$	(144,075	)

Shares issued for Proceeds		64,640,000		64,640							64,640

Net loss for the year ended December 31, 2017		-		-		-		(24,162	)		(24,162	)

Balance, December 31, 2017		75,000,000	$	75,000	$	26,340	$	(204,937	)	$	(103,597	)

See Notes to Consolidated Financial Statements

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SUCCESS ENTERTAINMENT GROUP INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the Years Ended
	December 31
	2017			2016
Operating Activities
Net loss of the period	$	(24,162	)	$	(61,354	)
Accounts receivable (increase) decrease		(123,000	)		-
Advance to director (increase) decrease		(36,398	)		-
Accounts payable increase (decrease)		40,000			-
Accrued expenses increase (decrease)		36,143			(4,953	)
Other payables increase (decrease)		2,497			-
Net cash used in operating activities		(104,920	)		(66,307	)

Financing Activities
Proceeds from issuance of notes payable	$	79,468		$	-
Loans from related parties		15,094			53,265
Proceeds from issuance of stock		64,640			-
Net cash provided by financing activities		159,202			53,265

Net increase (decrease) in cash and equivalents		54,282			(13,042	)

Cash and equivalents at beginning of the period		459			13,501
Cash and equivalents at end of the period	$	54,742		$	459

Supplemental cash flow information:
Interest paid	$	-		$	-
Income taxes paid	$	-		$	-

See Notes to Consolidated Financial Statements

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SUCCESS ENTERTAINMENT GROUP INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

Success Entertainment Group International, Inc. (“the Company”, ”we”, ”us”, or “our”) was incorporated in the State of Nevada on January 30, 2013 under the name Altimo Group Corp and its initial business plan was to place and operate frozen yogurt making machines.

Effective July 14, 2014, there was a change in control of the Company.

In accordance with the terms and provisions of a stock purchase agreement dated May 5, 2014 (the "Stock Purchase Agreement") by and among Marek Tomaszewski, the seller of an aggregate of 8,000,000 shares of common stock of the Company (the "Control Block Seller"), and Success Holding Group Corp. USA, a Nevada corporation (the "Control Block Purchaser"), the Control Block Purchaser purchased from the Control Block Shareholders all of the 8,000,000 shares of common stock held of record.

In accordance with the terms and provisions of the Stock Purchase Agreement, the Company accepted the resignations of its sole officer and director, Marek Tomaszewski as President, Chief Executive Officer, Secretary, Treasurer and Chief Financial Officer effective July 14, 2014. Simultaneously, the Board of Directors appointed the following individuals: (i) Steve Chen as a member of the Board of Directors and the Chief Executive Officer; and (ii) Brian Kistler as a member of the Board of Directors and the President, Secretary, Treasurer and Chief Financial Officer.

Effective July 14, 2014, our Board of Directors and majority shareholders approved an amendment to our articles of incorporation to change our name to "Success Entertainment Group International Inc." (the “Name Change Amendment”). The Name Change Amendment was approved by our Board of Directors to better reflect the new nature of our business operations. The Name Change Amendment was filed with the Secretary of State of Nevada on August 22, 2014 changing our name to "Success Entertainment Group International Inc."

Effective on July 15, 2014, the Board of Directors of Altimo Group Corp authorized and approved the execution of that certain general release and waiver of debt agreement (the "Release Agreement") with Marek Tomaszekwsi, the Company's prior President, Chief Executive Officer, Secretary, Treasurer and Chief Financial Officer (the "Creditor"), pursuant to which the Creditor agreed to waive and release the debt due and owing to it in the aggregate amount of $5,100 (the "Released Debt"). In accordance with the terms and provisions of the Release Agreement, the Creditor agreed to release, acquit, covenant not to sue and specifically release and waive any claims or rights it may have under common law and statutory law relating to the Released Debt.

Effective July 15, 2014, pursuant to the change in ownership described above, the focus and direction of the Company will now be the production and development of internet videos and training videos.

On December 1, 2014 the Board of Directors of the Company authorized an amendment to its Bylaws to change the Company’s fiscal year end From March 31 to December 31.

On December 2, 2014, our Board of Directors accepted the resignation of Steve Chen as the Chief Executive Officer and appointed Chris (Chi Jui) Hong as the Chief Executive Officer and a member of the Board of Directors. Following this appointment, our Board of Directors consists of three members: (i) Steve Andrew Chen; (ii) Brian Kistler; and (iii) Chris (Chi Jui) Hong.

On November 19, 2015, the Company acquired 100% shares of Double Growth Investment Ltd. On December 9, 2015, the Company acquired 100% shares of Coronet Limited, Fortunate Yields Limited, Solution Elite Limited, Ultimate Concept Limited, Viva Leader Limited. All these subsidiaries were registered in Republic of Seychelles. The Company made these acquisitions for future investment purpose. In 2016, the Company discontinued Coronet Limited, Fortunate Yields Limited, Solution Elite Limited, Ultimate Concept Limited, Viva Leader Limited by non-payment of the annual renewal fee.

On December 14, 2017, the Company acquired 100% shares of Success Events (Hong Kong) Limited, a company registered in Hong Kong Special Administrative Region. Success Events (Hong Kong) Limited holds 60% shares of Shenzhen Internet Media Co., Ltd. and 100% shares of Distribution Network Inc. Shenzhen Internet Media Co., Ltd was registered in China. Distribution Network Inc. was registered in Seychelles and its main business is holding seminar in Great China Area.

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NOTE 2 – GOING CONCERN

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that could result from the outcome of this uncertainty.

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and all its majority-owned subsidiaries which require consolidation. Inter-company transactions have been eliminated in consolidation.

Use of Estimates

Cash and Cash Equivalents

The Company’s bank accounts are deposited in insured institutions. At December 31, 2017 and 2016, the Company’s bank deposits did not exceed the insured amounts.

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Accounts Receivable

Accounts receivable are stated at the amount management expects to collect from outstanding balances.

Fair Value of Financial Instruments

These tiers include:

Level 1: defined as observable inputs such as quoted prices in active markets;

Level 3: defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

Income Taxes

Revenue Recognition

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Advertising Costs

The Company policy regarding advertising is to expense advertising when incurred. The Company incurred advertising expense of $0 for the years ended December 31, 2017 and 2016.

Stock-Based Compensation

Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718.

As at December 31, 2017 and 2016, the Company has not adopted a stock option plan and has not granted any stock options.

Basic and Diluted Income (Loss) per Share

	For the Years Ended
	December 31,
	2017			2016
Numerator
Net loss	$	(24,162	)	$	(61,354	)
Denominator
Weighted average common shares outstanding – basic		34,445,041			10,360,000
Dilution associated with stock subscription		-			-
Weighted average common shares outstanding – diluted		34,445,041			10,360,000

Loss per share	$	(0.001	)	$	(0.006	)

Recent Accounting Pronouncements

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NOTE 4 – ADVANCE TO DIRECTOR

As of December 31, 2017, Chris (Chi Jui) Hong, (Chief Executive Officer and Director of the Company), had an outstanding payable amount of $36,398 to the Company which the Company has advanced the amount to him to pay administrative and operating expenses.

NOTE 5 – NOTES PAYABLE – RELATED PARTY

On April 24, 2017, the Company entered into Promissory Note agreements for the outstanding amount of $10,000 with Hsu Wen Li who is wife of the Chris (Chi Jui) Hong, the Company’s Chief Executive Officer and Director. The maturity of the Notes is April 24, 2018 and bear no interest.

On June 7, 2017, the Company entered into Promissory Note agreements for the outstanding amount of $10,000 with Hsu Wen Li who is wife of the Chris Hong (Chi Jui), the Company’s Chief Executive Officer and Director. The maturity of the Notes is June 7, 2018 and bear no interest.

On July 5, 2017, the Company entered into Promissory Note agreements for the outstanding amount of $20,000 with Hsu Wen Li who is wife of the Chris (Chi Jui) Hong, the Company’s Chief Executive Officer and Director. The maturity of the Notes is July 5, 2018 and bear no interest.

On August 11, 2017, the Company entered into Promissory Note agreements for the outstanding amount of $20,000 with Hsu Wen Li who is wife of the Chris (Chi Jui) Hong, the Company’s Chief Executive Officer and Director. The maturity of the Notes is August 11, 2018 and bear no interest.

On May 15, 2017, the Company entered into Promissory Note agreements for the outstanding amount of $24,500 with Steve Andrew Chen who is the Company’s Chairman of the Board of Directors. The maturity of the Notes is May 15, 2018 and bear no interest.

On July 4, 2017, the Company entered into Promissory Note agreements for the outstanding amount of $10,000 with Steve Andrew Chen who is the Company’s Chairman of the Board of Directors. The maturity of the Notes is July 4, 2018 and bear no interest.

On October 17, 2017, the Company repaid Steve Andrew Chen $15,032.

NOTE 6 – LOAN PAYABLE – RELATED PARTY

Success Holdings Group Corp. USA, our parent company, paid certain operating costs on our behalf. The total amount owed as at December 31, 2017 and December 31, 2016 are $133,669 and $118,575, respectively.

The loan is unsecured, non-interest bearing and due on demand.

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NOTE 7 – COMMON STOCK

The Company has 75,000,000, $0.001 par value shares of common stock authorized.

On March 13, 2013, the Company issued 8,000,000 shares of common stock to a director for cash proceeds of $8,000 at $0.001 per share.

Between December 2013 and March 2014, the Company sold 2,360,000 shares of common stock for cash proceeds of $23,600 at $0.01 per share.

In August 2017, the Company issued 64,640,000 shares of common stock for cash proceeds $64,640 at 0.001 per share.

There were 75,000,000 and 10,360,000 shares of common stock issued and outstanding as of December 31, 2017 and 2016, respectively.

NOTE 8 – COMMITMENTS AND CONTINGENCIES

Contractual

The Company neither owns nor leases any real or personal property. An officer has provided office services without charge. There is no obligation for the officer to continue this arrangement. Such costs are immaterial to the financial statements and accordingly are not reflected herein. The officers and directors are involved in other business activities and most likely will become involved in other business activities in the future.

Legal

We were not subject to any legal proceedings on December 31, 2017 and 2016 and no legal proceedings are pending or threatened to the next of our knowledge or belief.

NOTE 9 – INCOME TAXES

The has cumulative net operating tax loss carryover (the “NOL”) of $204,937 on December 31, 2017, which are not likely to be fully realized and consequently a full valuation allowance has been established relating to this deferred tax assets. The final portion of the NOL will expires in 20 years.

The provision for Federal income tax consists of the following:

	For the Years Ended December 31,
	2017			2016
Federal income tax benefit attributable to:
Current operations	$	8,215		$	20,860
Less: valuation Allowance		(8,215	)		(20,860	)
Net provision for Federal income taxes	$	-		$	-

The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows:

	December 31			December 31
	2017			2016
Deferred tax assets attributable to:
Net operating loss carryover	$	69,679		$	61,463
Less: valuation Allowance		(69,679	)		(61,463	)
Net deferred tax assets	$	-		$	-

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PART III

Item 11. Executive Compensation

The particulars of the compensation paid to the following persons:

	(a)	our principal executive officer;

	(b)	each of our two most highly compensated executive officers who were serving as executive officers at the end of the years ended December 31, 2017 and 2016; and

	(c)	up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the year ended December 31, 2017 or the fiscal year ended December 31, 2016, who we will collectively refer to as the named executive officers of our company, are set out in the following summary compensation table, except that no disclosure is provided for any named executive officer, other than our principal executive officers, whose total compensation did not exceed $100,000 for the respective fiscal year:

SUMMARY COMPENSATION TABLE

Name and Principal Position

Year

Salary
($)

Bonus
($)

Stock
Awards
($)

Option Awards
($)

Non-Equity Incentive Plan Compensa-tion
($)

Change in Pension
Value and Nonqualified Deferred Compensa-tion Earnings
($)

All
Other Compensa-tion
($)

Total
($)

Steve Andrew Chen, prior

2017

Nil

Chief Executive Officer ¹

2016

Nil

Brian Kistler, President²

2017

$3,000

Nil

$3,000

2016

Nil

Chris Hong, current

2017

Nil

Chief Executive Officer ³

2016

Nil

Frank Tseng, current

2017

$66,000

Nil

$66,000

Chief Financial Officer ⁴

_____________

¹ Steve Andrew Chen served as our Chief Executive Officer from July 14, 2014, until December 2, 2014.

² Brian Kistler has served as our President since July 14, 2014.

³ Chris (Chi Jui) Hong has served as our Chief Executive Officer since December 2, 2014.

⁴Frank Tseng has served as our Chief Financial Officer and Treasurer since July 14, 2017.

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PART IV

Item 15. Exhibits, Financial Statement Schedules

(a)

Financial Statements

	(1)	Financial statements for our company are included under PART II, Item 8 of this report.

	(2)	All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto.

	(b)	Exhibits

		The exhibits listed in the exhibit index of the Original Form 10-K and the exhibits listed in the exhibit index of this Amendment are filed with, or incorporated by reference in, this report.

		The following Exhibits are filed with this Amendment.

Exhibit Number		Description
(31)		Rule 13a-14 (d)/15d-14d) Certifications
31.1		Section 302 Certification by the Principal Executive Officer
31.2		Section 302 Certification by the Principal Financial Officer and Principal Accounting Officer
(32)		Section 1350 Certifications
32.1		Section 906 Certification by the Principal Executive Officer
32.2		Section 906 Certification by the Principal Financial Officer and Principal Accounting Officer
101		Interactive Data File
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.

		SUCCESS ENTERTAINMENT GROUP INTERNATIONAL INC.
		(Registrant)

Dated: April 19, 2018		/s/ Chris Hong
		Chris Hong
		Chief Executive Officer and Director
		(Principal Executive Officer)

Dated: April 19, 2018		/s/ Frank Tseng
		Frank Tseng
		Chief Financial Officer
		(Principal Financial Officer and Principal Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Dated: April 19, 2018		/s/ Chris Hong
		Chris Hong
		Chief Executive Officer and Director
		(Principal Executive Officer)

Dated: April 19, 2018		/s/ Frank Tseng
		Frank Tseng
		Chief Financial Officer
		(Principal Financial Officer and Principal Accounting Officer)

Dated: April 19, 2018		/s/ Steve Andrew Chen
		Steve Andrew Chen
		Chairman of the Board of Directors

RENAVOTIO, INC. - FORM 10-K/A - April 20, 2018

Attached files

RENAVOTIO, INC. Reports