UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

Form 10-K

[X] Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended January 31, 2019

[   ] Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from __________ to __________

Commission File Number: 333-216465

SHEMN CORP.

(Exact name of registrant as specified in its charter)

Nevada (State or Other Jurisdiction of Incorporation or Organization) 3100 (Primary Standard Industrial Classification Code Number) 37-1836726 (I.R.S. Employer Identification Number)

Baiyun District, Fuli Taiyuan A9, 904, Guangzhou, China, 510165

Phone: 323-985-4212

E-mail: inf@shemncorp.com

 (Address, including zip code, and telephone number,

Including area code, of registrant’s principal executive offices)

None

Securities registered under Section 12(b) of the Exchange Act

None

Securities registered under Section 12(g) of the Exchange Act

1

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o      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 Exchange Act.  Yes o       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 past 90 days. Yes x       No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K 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 o 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 the definitions of “large accelerated filer”, “accelerated filer”, “non-accelerated filer”, “emerging growth company” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer o Non-accelerated filer o Emerging growth company o 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 o       Nox

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:   10,902,006 common shares issued and outstanding as of January 31, 2019.

2

TABLE OF CONTENTS

		Page
PART I
Item 1.	Description of Business.	4
Item 1A.	Risk Factors.	6
Item 1B.	Unresolved Staff Comments.	6
Item 2	Properties.	6
Item 3.	Legal proceedings.	6
Item 4.	Mine Safety Disclosures.	6
PART II
Item 5.	Market for Common Equity and Related Stockholder Matters.	7
Item 6.	Selected Financial Data.	7
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	8
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	12
Item 8.	Financial Statements and Supplementary Data.	12
Item 9.	Changes In and Disagreements With Accountants on Accounting and Financial Disclosure.	23
Item 9A (T).	Controls and Procedures	23
Item 9B.	Other Information.	25
PART III
Item 10	Directors, Executive Officers, Promoters and Control Persons of the Company.	25
Item 11.	Executive Compensation.	26
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	26
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	27
Item 14.	Principal Accounting Fees and Services.	27
PART IV
Item 15.	Exhibits	28
Signatures

3

PART I

Item 1. Description of Business

Forward-looking statements

Statements made in this Form 10-K that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

Financial information contained in this report and in our financial statements is stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.

DESCRIPTION OF BUSINESS

Overview

Shemn Corp. was incorporated in Nevada on September 6, 2016. We are a start-up business company. We produce leather fashion design items. Leather items, like no other inherent style expresses a beauty, elegance and status. Leather does not go out of fashion; it is not subject to volatile tendencies. Therefore, buying a bag or purse from leather material you receive quality product and will follow the trends. Presentable leather purse, business card holder or housekeeper in fashion tone will be the final touch for a perfect image of a successful person. In the future we plan to produce products of select "Accessories" including: business card holders, key holders, covers for auto documents, passport covers and, money clips.

Target Market

Our President and Director, Liu Shan Shan, will showcase our items with potential clients and wholesale purchasers. We expect to create and maintain a database of potential corporate customers who might be interested in our items. We will reach out to these customers intermittently and offer them free samples, presentations and rebates.

We plan to deliver our product to accessory shops and arts and craft festivals and trade shows. Shemn Corp. is currently in negotiations with one additional potential customer Amanda Intl Group, which is interested in our product and we are planning to sign sales agreement with them in the very near future.      

Marketing and Sales

At this early stage of our operation, our officer and director is expected to handle all marketing and sales efforts. We do not have any specific marketing channels in place at this point to be able to market our services to potential customers. But, in the next twelve months, we hope to attend trade shows, advertise by word of mouth and possible reach out to local businesses to sell our products.

Referrals from current customers that were pleased with our level of product will be our most efficient form of marketing.

To promote our leather products, we will develop our website and fill it with information and images of our products and we will also cooperate with other specialized sites and online stores to market our fashion items. We plan to use local advertising as well, such as billboards and searching for local buyers.

We plan to affix on every product, a business card that will include information about the company, information about the product and contact details. We will develop a discount system for our partners and clients. We can also make individual and unique products designed by our customers. Shemn Corp. is planning to open its own online store in the future.

As of the date of this report Shemn has identified six customers Guangzhou Accessories Ltd., Guanleather Fashion Accessory Co., Ltd., Doliongol Leather Co., Ltd., Baggy Lon Dao, Ltd. and Baltoji Manufacturing, Ltd.

4

Equipment and raw materials

We use Lockstitch machine with bottom and variable top movement GOLDEN WHEEL CS-5850N-BT-F + Desk CS-5850-BT.

Lockstitch machine specifications

Stitch length	5 mm
Lifting height	5.5 / 13 mm
lubrication	Automatic
The maximum sewing speed	4500 v / min
Programming operations	Thread trimming, auto hold, needle positioning, programming of the number of stitches
Presser foot lift	Automatic
Needle type	DBx1 ¹90 (65-110)
Weight	65 kg

Additional Equipment

Item

Hand Press for installation of accessories

Tandy Leather Table Top Lace Cutter

8 Inch Knife Edge Dressmaker's Shears

Stitching Awl with 1-1/4" Diamond Shape Blade

Sewing Needles Kit with Leather Waxed Thread Cord Drilling Awl and Thimble for Leather Repair

Multi-size Wood Slicker Burnishes

Leather Factory Wool Daubers 5"

Raw Materials

Item

Sheep Leather

Silver Magnetic Purse Snap Clasps

Sewing Needles Kit with Leather Waxed Thread Cord Drilling Awl and Thimble for Leather Repair

Leather Eco-Flo Gum

Leather Dye

Furniture

Competition

We know that there are a number of obstacles to entering the market of leather purses and wallets and the competition is rather high. There are several companies (Guangzhou Paparazzi Leather Co., Ltd, Evergreen leather) that offer comparative items and we will have to compete with them. We see the main competitive advantage of our competitors in the established customer base and marketing outlets. Our main advantage will be individual approach to every client. We will make our product with quality leather fabric without using leatherette. We expect to be able to compete by providing good quality products at reasonable prices.

Employees

One person can operate our production line. We currently have no employees, other than our sole officer and director Liu Shan Shan.

Research and Development Expenditures

We have not incurred any research expenditures since our incorporation.

Bankruptcy or Similar Proceedings

There has been no bankruptcy, receivership or similar proceeding.

Description of property

The Company has signed two year rental agreement for a $470 monthly fee, starting on February 1, 2017. We believe that considering our business processes, we need a small place for production about 50 square meters.

5

Insurance

We do not maintain any insurance and do not intend to maintain insurance in the future. Because we do not have any insurance, if we are made a party of a products liability action, we may not have sufficient funds to defend the litigation. If that occurs a judgment could be rendered against us that could cause us to cease operations.

Item 1A.  Risk Factors

Not applicable to smaller reporting companies.

Item 1B. Unresolved Staff Comments

Not applicable to smaller reporting companies.

Item 2.  Description of Property

We do not own any real estate or other properties.  

Item 3.  Legal Proceedings

We know of no legal proceedings to which we are a party or to which any of our property is the subject which are pending, threatened or contemplated or any unsatisfied judgments against us.

Item 4.  Mine Safety Disclosures

Not applicable.

PART II

Item 5. Market for Common Equity and Related Stockholder Matters      

Market Information

There is a limited public market for our common shares.  Our common shares are not quoted on the OTC Bulletin Board at this time.  Trading in stocks quoted on the OTC Bulletin Board is often thin and is characterized by wide fluctuations in trading prices due to many factors that may be unrelated to a company’s operations or business prospects.  We cannot assure you that there will be a market in the future for our common stock.

OTC Bulletin Board securities are not listed or traded on the floor of an organized national or regional stock exchange.  Instead, OTC Bulletin Board securities transactions are conducted through a telephone and computer network connecting dealers in stocks.  OTC Bulletin Board issuers are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.

As of January 31, 2019, no shares of our common stock have traded.

Number of Holders

As of January 31, 2019, the 10,902,006 issued and outstanding shares of common stock were held by a total of 32 shareholder of record.

Dividends

No cash dividends were paid on our shares of common stock during the fiscal year ended January 31, 2019 and 2018. 

Recent Sales of Unregistered Securities

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

6

On January 26, 2017 the Company issued 3,000,000 shares of common stock to a director for cash proceeds of $3,000 at $0.001 per share par value. Par value was used because company has just begun and has no value beyond par value at this stage.

On November 29, 2018, we amended our articles of incorporation, to effect a 3 to 1 stock split for our company.  We held a special meeting on November 1, 2018, at which the majority of shareholders approved the amendment to our articles of incorporation. On December 12, 2018, we filed an 8-K Form regarding the split procedure. The Stock Split increased the number of shares of common stock from 2,030,000 to 6,090,000 shares. The number of restricted shares of common stock increased from 3,000,000 to 9,000,000 shares. The number of authorized shares of Common Stock under the Certificate of Incorporation will be adjusted to 225 million shares.

There were 10,902,006 shares of common stock issued and outstanding as of January 31, 2019.

Purchase of our Equity Securities by Officers and Directors

On January 26, 2017, the Company offered and sold 3,000,000 restricted shares of common stock to our president and director, Sun Kui, for a purchase price of $0.001 per share, for aggregate offering proceeds of $3,000, pursuant to Section 4(2) of the Securities Act of 1933 as he is a sophisticated investor and is in possession of all material information relating to us. Further, no commissions were paid to anyone in connection with the sale of these shares and general solicitation was not made to anyone. On April 17, 2019, Sun Kui, our President, Secretary, Treasurer and Director made a decision to resign from the aforementioned positions due to his personal matters. Sun Kui arranged to appoint Liu Shan Shan, aged 27, as President, Secretary, Treasurer and Director of Shemn Corp. Mr. Kui reserves the right to keep the restricted shares of the Company that he owns. At the end of the Company’s fiscal year, Ms. Shan Shan will receive the shares of Shemn Corp. as a compensation for the services she will provide as an officer.

Other Stockholder Matters

None.

Item 6. Selected Financial Data                                       

Not applicable to smaller reporting companies.

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

The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this annual report. 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.   Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

Results of Operations for the year ended January 31, 2018 and January 31, 2019:

Revenue and cost of goods sold

For the year ended January 31, 2018 and January 31, 2019 the Company generated total revenue of $16,230 and $17,180 from selling products to the customer. The cost of goods sold for the year ended January 31, 2018 and January 31, 2019 was $4,889 and $3,462, which represent the cost of raw materials.

Operating expenses

Total operating expenses for the year ended January 31, 2018 and January 31, 2019 were $17,714 and $36,114. The operating expenses for the year ended January 31, 2018 included bank charges of $590; website expense  of $410; depreciation expense of $375; legal fees  of $200; audit fees of $10,500; rent expense of $5,640. The operating expenses for the year ended January 31, 2019 included $6,943 of advertising expense; $1,062 of bank charges; $49 of communication expenses; $450 of depreciation; $1,300 of legal fees; $11,000 of audit fees; $2,868 of professional fees; $5,640 of rent expense; $3,800 of security system expense; $2000 of miscellaneous; $279 of loss on bad debts and $725 of utilities.

Net Loss

The net loss for the year ended January 31, 2018 and January 31, 2019 was $6,374 and $22,396 accordingly.

7

Liquidity and Capital Resources and Cash Requirements

At year ended January 31, 2019, the Company had cash of $105 ($5,207 as of January 31, 2017). The Company had a working capital deficit of $8,343 (profit of $5,293 as of January 31, 2018).

During theyear ended January 31, 2019, the Company used $34,248 of cash in operating activities due to its net loss and increase in prepaid expenses of $1,410, increase in inventory of $2,682; decrease in accounts payable of $1,410; decrease in customer deposits of $6,800 and depreciation of $450.  

During the year ended January 31, 2019 the Company used no cash in investing activities.

During the year ended January 31, 2019, the Company generated $29,146 of cash in financing activities.

We cannot guarantee that we will manage to sell all the shares required. We will attempt to raise the necessary funds to proceed with all phases of our plan of operation.  

As of the date of this report, the current funds available to the Company will not be sufficient to continue maintaining a reporting status. The Company’s sole officer and director, Liu Shan Shan, has concluded a verbal agreement with the Shemn Corp. in order to fund completion of the registration process and to maintain the reporting status with SEC.

Our auditors have issued a “going concern” opinion, meaning that there is substantial doubt we can continue as an on-going business for the next twelve months unless we obtain additional capital. Our only sources for cash at this time are investments by others in this offering, selling our paper dung products and loans from our director. We must raise cash to implement our plan and stay in business.

Management believes that current trends toward lower capital investment in start-up companies pose the most significant challenge to the Company’s success over the next year and in future years. Additionally, the Company will have to meet all the financial disclosure and reporting requirements associated with being a publicly reporting company. The Company’s management will have to spend additional time on policies and procedures to make sure it is compliant with various regulatory requirements, especially that of Section 404 of the Sarbanes-Oxley Act of 2002. This additional corporate governance time required of management could limit the amount of time management has to implement is business plan and impede the speed of its operations.

Limited operating history; need for additional capital

There is no historical financial information about us upon which to base an evaluation of our performance. We are in a start-up stage of operations and have generated limited revenues since inception. We cannot guarantee that we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.

Off-Balance Sheet Arrangements

The Company does not have any off balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk   

Not applicable to smaller reporting companies.

Item 8. Financial Statements and Supplementary Data   

8

SHEMN CORP.  

FINANCIAL STATEMENTS

YEARS ENDED JANUARY 31, 2019 AND JANUARY 31, 2018

Table of Contents

	Page
Report of Independent Registered Public Accounting Firm	10
Balance Sheets as of January 31, 2019 and January 31, 2018	12
Statements of Operations for the year ended January 31, 2019 and January 31, 2018	13
Statement of Changes in Stockholders’ Equity as of January 31, 2019 and January 31, 2018	14
Statements of Cash Flows for the year ended January 31, 2019 and January 31, 2018	15
Notes to  Financial Statements	16

9

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors Shemn Corp.

Opinion on the Financial Statements

We have audited the accompanying balance sheet of Shemn Corp. (the "Company") as of January 31, 2019, the related statement of operations, changes in stockholders' equity (deficit) and cash flows, and the related notes [and schedules] (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of January 31, 2019 and the results of its operations and its cash flows for the period ended January 31, 2019, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

There are no critical audit matters.

The Company's financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has an accumulated deficit of $28,815 and a negative cash flow from operations amounting to $22,396 for the year ended January 31, 20189. These factors as discussed in Note 2 of the financial statements raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.

Albert Garcia, CPA

DylanFloyd Accounting & Consulting

We have served as the Company's auditor since 2018.

Newhall, California April 24, 2019

11

Shemn Corp.

BALANCE SHEET

January 31, 2019

(AUDITED)

ASSETS		January 31, 2019	January 31, 2018
Current Assets
Cash and cash equivalents	$	105	5,207
Prepaid expenses		1,410	-
Inventory		8,492	5,810
Total Current Assets	$	10,007	11,017
Fixed Assets
Equipment, net	$	1,424	1,874
Total Fixed Assets	$	1,424	1,874
Total Assets	$	11,431	12,891
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities
Current Liabilities
Accounts Payable		-	1,410
Customer Deposits		-	6,800
Related Party Loans		18,350	8,100
Total Current Liabilities	$	18,350	16,310
Total Liabilities	$	18,350	16,310
Stockholder’s Equity
Common stock, par value $0.001; 75,000,000 shares authorized,10,902,006 and 3,000,000 shares issued and outstanding		3,634	3,000
Additional paid in capital		18,262	-
Accumulated income (deficit)		(28,815)	(6,419)
Total Stockholder’s Equity	$	(6,919)	(3,419)
Total Liabilities and Stockholder’s Equity	$	11,431	12,891

See accompanying notes, which are an integral part of these financial statements

12

Shemn Corp.

STATEMENT OF OPERATIONS

Years ended January 31, 2019 and 2018

(AUDITED)

		Year ended January 31, 2019	Year ended January 31, 2018
REVENUES	$	17,180	16,230
Cost of Goods Sold		3,462	4,889
Gross Profit		13,718	11,341
OPERATING EXPENSES
General and Administrative Expenses		36,114	17,714
TOTAL OPERATING EXPENSES		(36,114)	(17,714)
NET INCOME (LOSS) FROM OPERATIONS		(22,396)	(6,374)
PROVISION FOR INCOME TAXES		-	-
NET INCOME (LOSS)	$	(22,396)	(6,374)
NET LOSS PER SHARE: BASIC AND DILUTED	$	(0.00)	(0.00)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED		9,820,448	2,293,151

See accompanying notes, which are an integral part of these financial statements

13

Shemn Corp.

STATEMENT OF CHANGES IN STOCKHOLDER’S EQUITY

Years ended January 31, 2019 and 2018

 (AUDITED)

	Common Stock		Additional Paid-in	Deficit Accumulated during the Development	Total Stockholders’
	Shares	Amount	Capital	Stage	Equity
Balance,  January 31, 2017	3,000,000	$    3,000	$            -	$       (45)	$       2,955
Shares issued	-	-	-	-	-
Net income (loss) for the period ended  January 31, 2018	-	-	-	(6,374)	(6,374)
Balance,  January 31, 2018	3,000,000	$    3,000	$            -	$       (6,374)	$       (3,419)
1:3	9,000,000	$    3,000	$            -	$       (6,374)	$       (3,419)
Shares issued	1,902,006	634	18,262	-	18,896
Net income (loss) for the period ended  January 31, 2019	-	-	-	(22,396)	(22,396)
Balance,  January 31, 2019	10,902,006	$    3,634	$         18,262	$       (28,815)	$       (6,919)

The accompanying notes are an integral part of these statements.

14

Shemn Corp.

STATEMENT OF CASH FLOWS

Years ended January 31, 2019 and 2018

(AUDITED)

	Year ended January 31, 2019	Year ended January 31, 2018
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period	$                      (22,396)	$                        (6,374)
Adjustments to reconcile net loss to net cash (used in) operating activities:
Decrease in Prepaid expenses	(1,410)	4,000
Increase in Inventory	(2,682)	(5,810)
Increase in Customer Deposits	(6,800)	6,800
Increase in Accounts Payable	(1,410)	1,410
Depreciation	450	375
CASH FLOWS USED IN OPERATING ACTIVITIES	(34,248)	401
CASH FLOWS FROM INVESTING ACTIVITIES
Equipment	-	(2,249)
CASH FLOWS PROVIDED BY INVESTING ACTIVITIES	-	(2,249)
CASH FLOWS FROM FINANCING ACTIVITIES
Related Party Loans	10,250	6,500
Proceeds from sale of common stock	18,896	-
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES	29,146	6,500
NET INCREASE/DECREASE IN CASH	(5,102)	4,652
Cash, beginning of period	5,207	555
Cash, end of period	$                           105	$                           5,207
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid	$                                  0	$                                  0
Income taxes paid	$                                  0	$                                  0

See accompanying notes, which are an integral part of these financial statements

15

Shemn Corp.

NOTES TO THE FINANCIAL STATEMENTS

January 31, 2019

(AUDITED)

Note 1 – ORGANIZATION AND NATURE OF BUSINESS

Shemn Corp. (“the Company”, “we”, “us” or “our”) was incorporated in the State of Nevada on September 6, 2016 and commenced to produce leather purses. Leather items like no other inherent style, beauty, elegance and status. Leather does not go out of fashion; they are not subject to its volatile tendencies.

Note 2 – GOING CONCERN

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern.  The Company had $17,180 revenues for the year ended January 31, 2019.  The Company currently has loses and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. Therefore, there is substantial doubt about the Company’s ability to continue as a going concern. 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 will 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.

Note 3 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES

Basis of presentation

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America. The Company’s year-end is January 31.

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.

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 $105 of cash equivalents as of January 31, 2019.

Prepaid Expenses

Prepaid Expenses are recorded at fair market value. The Company had $1,410 in prepaid expenses as of January 31, 2019.

Inventories

Inventories are stated at the lower of cost or market. Cost is principally determined using the first-in, first out (FIFO) method. The Company had $8,492 in raw materials inventory as of January 31, 2019.

Depreciation, Amortization, and Capitalization

The Company records depreciation and amortization when appropriate using straight-line balance method over the estimated useful life of the assets. We estimate that the useful life of necessary equipment is 5 years. Expenditures for maintenance and repairs are charged to expense as incurred. Additions, major renewals and replacements that increase the property's useful life are capitalized. Property sold or retired, together with the related accumulated depreciation is removed from the appropriated accounts and the resultant gain or loss is included in net income.  

Accounts Payable

Accounts Payable discloses a liability to a creditor, carried on open account, usually for purchases of goods and services. The Company had $0 in accounts payable as of January 31, 2019.

16

Shemn Corp.

NOTES TO THE FINANCIAL STATEMENTS

January 31, 2019

(AUDITED)

Fair Value of Financial Instruments

AS topic 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 inputs other than quoted prices in active markets that are either directly or indirectly observable;
Level 3:	defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

The carrying value of cash and the Company’s loan from shareholder approximates its fair value due to 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 recognizes revenue in accordance with Accounting Standards Codification (“ASC”) 606, “Revenue from Contracts with Customers”. The core principle of ASC 606 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. An entity recognizes revenue in accordance with that core principle by applying the following steps: Step 1: Identify the contract(s) with a customer Step 2: Identify the performance obligations in the contract Step 3: Determine the transaction price Step 4: Allocate the transaction price to the performance obligations in the contract Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation. Specifically, Section 606-10-50 requires an entity to provide information about: a. Revenue recognized from contracts with customers, including the disaggregation of revenue into appropriate categories; b. Contract balances, including the opening and closing balances of receivables, contract assets, and contract liabilities; c. Performance obligations, including when the entity typically satisfies its performance obligations and the transaction price that is allocated to the remaining performance obligations in a contract; d. Significant judgments, and changes in judgments, made in applying the requirements to those contracts. For the year ended January 31, 2019 the Company has generated $17,180 revenue.

Basic Income (Loss) Per Share

The Company computes income (loss) per share in accordance with FASB ASC 260 “Earnings per Share”. Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period.  Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. As of January 31, 2019 there were no potentially dilutive debt or equity instruments issued or outstanding.

Comprehensive Income

Comprehensive income is defined as all changes in stockholders’ equity (deficit), exclusive of transactions with owners, such as capital investments. Comprehensive income includes net income or loss, changes in certain assets and liabilities that are reported directly in equity such as translation adjustments on investments in foreign subsidiaries and unrealized gains (losses) on available-for-sale securities. As of January 31, 2019 were no differences between our comprehensive loss and net loss.

Stock-Based Compensation

Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718.  To date, the Company has not adopted a stock option plan and has not granted any stock options.

17

Shemn Corp.

NOTES TO THE FINANCIAL STATEMENTS

January 31, 2019

(AUDITED)

Foreign Currency Translation

The Company’s functional and reporting currency is the U.S. dollar. Transactions may occur in foreign currencies and management has adopted ASC 830, “Foreign Currency Translation Matters”. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Average monthly rates are used to translate revenues and expenses. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the statement of operations.

Recent Accounting Pronouncements

We have reviewed all the recently issued, but not yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the Company.

In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. This guidance changes how companies account for certain aspects of share-based payments to employees. Among other things, under the new guidance, companies will no longer record excess tax benefits and certain tax deficiencies in additional paid-in-capital (“APIC”), but will instead record such items as income tax expense or benefit in the income statement, and APIC pools will be eliminated. Companies will apply this guidance prospectively. Another component of the new guidance allows companies to make an accounting policy election for the impact of forfeitures on the recognition of expense for share-based payment awards, whereby forfeitures can be estimated, as required today, or recognized when they occur. If elected, the change to recognize forfeitures when they occur needs to be adopted using a modified retrospective approach. All of the guidance will be effective for the Company in the fiscal year beginning February 1, 2017. Early adoption is permitted. The Company is currently evaluating the impact of this guidance, if any, on its financial statements and related disclosures.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which issued new guidance related to leases that outlines a comprehensive lease accounting model and supersedes the current lease guidance. The new guidance requires lessees to recognize lease liabilities and corresponding right-of-use assets for all leases with lease terms of greater than 12 months. It also changes the definition of a lease and expands the disclosure requirements of lease arrangements. The new guidance must be adopted using the modified retrospective approach and will be effective for the Company in the fiscal year beginning February 1, 2019. Early adoption is permitted. The Company is currently evaluating the impact of this guidance, if any, on its financial statements and related disclosures. In July 2015, the FASB issued ASU No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory. The guidance requires an entity to measure inventory at the lower of cost or net realizable value, which is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation, rather than the lower of cost or market in the previous guidance. This amendment applies to inventory that is measured using first-in, first-out (FIFO). This amendment is effective for public entities for fiscal years beginning after December 15, 2016, including interim periods within those years. A reporting entity should apply the amendments prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. The Company is currently evaluating the impact of this guidance, if any, on its financial statements and related disclosures.

Note 4 – LOAN FROM DIRECTOR

As of January 31, 2019 our sole director has loaned to the Company $18,350. This loan is unsecured, non-interest bearing and due on demand. The balance due to the director was $18,350 as of January 31, 2019.

Note 5 – RELATED PARTY

As of January 31, 2019 our sole director has loaned to the Company $18,350. This loan is unsecured, non-interest bearing and due on demand.

On January 26, 2017 the Company issued 3,000,000 shares of common stock to a director for cash proceeds of $3,000 at $0.001 per share par value.

18

Shemn Corp.

NOTES TO THE FINANCIAL STATEMENTS

January 31, 2019

(AUDITED)

Note 6 – COMMON STOCK

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

On January 26, 2017 the Company issued 3,000,000 shares of common stock to a director for cash proceeds of $3,000 at $0.001 per share par value. Par value was used because company has just begun and has no value beyond par value at this stage.

In March 2018 the Company issued 17,667 shares of common stock for cash proceeds of $515 at $0.03 per share par value.

In April 2018 the Company issued 20,500 shares of common stock for cash proceeds of $587 at $0.03 per share par value.

In May 2018 the Company issued 60,000 shares of common stock for cash proceeds of $1,719 at $0.03 per share par value.

In August 2018 the Company issued 239,166 shares of common stock for cash proceeds of $7,175 at $0.03 per share par value.

In September 2018 the Company issued 112,000 shares of common stock for cash proceeds of $3,360 at $0.03 per share par value.

In October 2018 the Company issued 184,669 shares of common stock for cash proceeds of $5,540 at $0.03 per share par value.

On November 29, 2018, we amended our articles of incorporation, to effect a 3 to 1 stock split for our company.  We held a special meeting on November 1, 2018, at which the majority of shareholders approved the amendment to our articles of incorporation. On December 12, 2018, we filed an 8-K Form regarding the split procedure. The Stock Split increased the number of shares of common stock from 2,030,000 to 6,090,000 shares. The number of restricted shares of common stock increased from 3,000,000 to 9,000,000 shares. The number of authorized shares of Common Stock under the Certificate of Incorporation will be adjusted to 225 million shares.

There were 10,902,006 shares of common stock issued and outstanding as of January 31, 2019.

Note 7 – GENERAL AND ADMINISTRATIVE EXPENSES

For the year ended January 31, 2019 the Company incurred $36,114 in general and administrative expenses, that consists of $6,943 in advertising expense; $1,062 in bank charges; $49 in communication expenses; $450 in depreciation; $1,300 in legal fees; $11,000 in audit fees; $2,868 in professional fees;$5,640 in rent expense; $3,800 in security system expense; $2000 in miscellaneous; $279 in loss on bad debts and $725 in utilities.

Note 8 – COMMITMENTS AND CONTINGENCIES

Company has entered into two year rental agreement for a $470 monthly fee, starting on February 1, 2017. Leased premises is served as both office and production facility.

Term of lease	Price per month	Q-ty months	Total amount of commitments
February 1, 2017 – February 28, 2019	$470	25	$11,750

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Shemn Corp.

NOTES TO THE FINANCIAL STATEMENTS

January 31, 2019

(AUDITED)

Note 9 – INCOME TAXES

The Company adopted the provisions of uncertain tax positions as addressed in ASC 740-10-65-1. As a result of the implementation of ASC 740-10-65-1, the Company recognized no increase in the liability for unrecognized tax benefits. As of January 31, 2019 the Company had net operating loss carry forwards of approximately $28,815 that may be available to reduce future years’ taxable income in varying amounts through 2031. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.

The valuation allowance at January 31, 2019 was approximately $6,051. The net change in valuation allowance during the year ended January 31, 2019 was $4,703. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. 

The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred income tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on consideration of these items, management has determined that enough uncertainty exists relative to the realization of the deferred income tax asset balances to warrant the application of a full valuation allowance as of January 31, 2019.  All tax years since inception remains open for examination by taxing authorities.

The provision for Federal income tax consists of the following: 

		January 31, 2019	January 31, 2018
Non-current deferred tax assets:
Net operating loss carry forward	$	(6,051)	(1,378)
Valuation allowance	$	6,051	1,378
Net deferred tax assets	$	-	-

The actual tax benefit at the expected rate of 21% differs from the expected tax benefit for the year ended January 31, 2019 as follows:

		January 31, 2019	January 31, 2018
Computed “expected” tax expense (benefit)	$	(4,703)	(1,338)
Change in valuation allowance	$	4,703	1,338
Actual tax expense (benefit)	$	-	-

Note 10 – SUBSEQUENT EVENTS

In accordance with SFAS 165 (ASC 855-10) the Company has analyzed its operations subsequent to January 31, 2019 through the date these financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these financial statements.

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Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

None

Item 9A(T) Controls and Procedures

Management’s Report on Internal Controls over Financial Disclosure Controls and Procedures

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of January 31, 2019 using the criteria established in “Internal Control - Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of January 31, 2019, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.

1.

We do not have an Audit Committee – While not being legally obligated to have an audit committee, it is the management’s view that such a committee, including a financial expert member, is an utmost important entity level control over the Company’s financial statement. Currently the Board of Directors acts in the capacity of the Audit Committee, and does not include a member that is considered to be independent of management to provide the necessary oversight over management’s activities.

2.

We did not maintain appropriate cash controls – As of January 31, 2019, the Company has not maintained sufficient internal controls over financial reporting for the cash process, including failure to segregate cash handling and accounting functions, and did not require dual signature on the Company’s bank accounts. Alternatively, the effects of poor cash controls were mitigated by the fact that the Company had limited transactions in their bank accounts.

3.

We did not implement appropriate information technology controls – As at January 31, 2019, the Company retains copies of all financial data and material agreements; however there is no formal procedure or evidence of normal backup of the Company’s data or off-site storage of data in the event of theft, misplacement, or loss due to unmitigated factors.

Accordingly, the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.

As a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of January 31, 2019 based on criteria established in Internal Control- Integrated Framework issued by COSO.

System of Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

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An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of January 31, 2019. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.

Changes in Internal Control over Financial Reporting

There was no change in the Company’s internal control over financial reporting during the quarterly period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Item 9B. Other Information.

None.

PART III

Item 10. Directors, Executive Officers, Promoters and Control Persons of the Company

Officers and Directors

Our sole director will serve until his successor is elected and qualified. Our sole officer is elected by the board of directors to a term of one (1) year and serves until his successor is duly elected and qualified, or until he is removed from office. The board of directors has no nominating, auditing or compensation committees.

The name, address, age and position of our present officers and directors are set forth below:

Name and Address	Age	Position(s)
Liu Shan Shan	27	President, Principal Executive Officer, Secretary, Treasurer,
Baiyun District, Fuli Taiyuan A9, 904, Guangzhou, China, 510165		Principal Financial Officer, Principal Accounting Officer
		And sole member of the Board of Directors.

Mr. Sun Kui acted as our sole President, Chief Executive Officer, Treasurer, Chief Financial Officer, Chief Accounting Officer, Secretary and sole member of our board of directors since our incorporation on September 6, 2016.  Mr. Sun Kui owns 82% of the outstanding shares of our common stock. For the past five years he has been a business administrator and then a head administrator at Yaumin Textile Co., Ltd, where he was working as part of a team and supporting the office administrator, he was responsible for the day-to-day tasks and administrative duties of the office including covering the reception area and as head administrator he was responsible for providing an efficient and professional administrative and clerical service to colleagues, managers and supervisors to facilitate the efficient operation of the office. Mr. Sun Kui was employed at as administrator in period from March 2010 to September 2012 and as head administrator in period from October 2012 to September 2015.

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In the past ten years, Mr. Sun Kui has not been the subject to any of the following events:

1.   Any bankruptcy petition filed by or against any business of which Mr. Sun Kui was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time.

2.   Any conviction in a criminal proceeding or being subject to a pending criminal proceeding.

3.   An order, judgment, or decree, not subsequently reversed, suspended or vacated, or any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting Mr. Sun Kui’s involvement in any type of business, securities or banking activities.

4.  Found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to violate a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

5.   Was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right to engage in any activity, or to be associated with persons engaged in any such activity;

6.    Was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

7.    Was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

                            i.  Any Federal or State securities or commodities law or regulation; or

                            ii. Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or

                           iii. Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

8.       Was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

On April 17, 2019, Sun Kui, our President, Secretary, Treasurer and Director made a decision to resign from the aforementioned positions due to his personal matters. Sun Kui arranged to appoint Liu Shan Shan, aged 27, as President, Secretary, Treasurer and Director of Shemn Corp. Mr. Kui reserves the right to keep the restricted shares of the Company that he owns. At the end of the Company’s fiscal year, Ms. Shan Shan will receive the shares of Shemn Corp. as a compensation for the services she will provide as an officer.

Ms. Liu Shan Shan was born in 1992 Ji Lin city of Northeast China. She entered Management and Economic department at Taiyuan Institute of Technology (Shanxi province) in 2011. In January 2019, she graduated from the Institute with the master’s degree. Liu Shan Shan has always been fond of working in the field of leather items manufacturing. The current management considers her skills to be adequate for expanding the operations of Shemn Corp.

Term of Office

The director is appointed to hold office until the next annual meeting of our stockholders or until his respective successor is elected and qualified, or until he resigns or is removed in accordance with the provisions of the Nevada Revised Statues. Our Board of Directors and hold office until removed by the Board or until his resignation appoints our officer.

Director Independence

Our board of directors is currently composed of one member, Liu Shan Shan, who does not qualify as an independent director in accordance with the published listing requirements of the NASDAQ Global Market. The NASDAQ independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director, nor any of his family members has engaged in various types of business dealings with us. In addition, our board of directors has not made a subjective determination as to each director that no relationships exist which, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, though such subjective determination is required by the NASDAQ rules. Had our board of directors made these determinations, our board of directors would have reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to our management and us.

Item 11. Executive Compensation

The following table sets forth the compensation paid by us for the year ended January 31, 2019 and 2018 for our sole officer and director. This information includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any. The compensation discussed addresses all compensation awarded to, earned by, or paid or named executive officers. 

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EXECUTIVE OFFICER COMPENSATION TABLE

Name and Principal Position	Year	Salary (US$)	Bonus (US$)	Stock Awards (US$)	Option Awards (US$)	Non-Equity Incentive Plan Compensation (US$)	Nonqualified Deferred Compensation Earnings (US$)	All Other Compensation (US$)	Total (US$)
Sun Kui, Liu Shan Shan President	January 31, 2018	0	0	0	0	0	0	0	0
	January 31, 2019	0	0	0	0	0	0	0	0

We have no work concurrences with our sole officer and executive. We do not examine going into any occupation understandings until such time as we start gainful operations. Ms. Liu Shan Shan will not be repaid after the offering and preceding beneficial operations. There is no affirmation that we will ever produce extra incomes from our operations.

The pay examined in this delivers all remuneration recompensed to, earned by, or paid to our named official officers.

There are no other investment opportunity arranges, retirement, annuity, or benefit sharing arrangements for the advantage of our officers and chiefs other than as portrayed in this.

Compensation of Directors

The individual from our top managerial staff is not made up for his administrations as a chief. The board has not actualized an arrangement to honor alternatives to any executives. There are no legally binding plans with any individual from the governing body. We have no executive’s administration contracts.

DIRECTOR’S COMPENSATION TABLE

Name and Principal Position	Year	Fees Earned or Paid in Cash (US$)	Bonus (US$)	Stock Awards (US$)	Option Awards (US$)	Non-Equity Incentive Plan Compensation (US$)	Nonqualified Deferred Compensation Earnings (US$)	All Other Compensation (US$)	Total (US$)
Liu Shan Shan President	January 31, 2018	0	0	0	0	0	0	0	0
	January 31, 2019	0	0	0	0	0	0	0	0

Long-Term Incentive Plan Awards 

We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance.

Indemnification

Under our Articles of Incorporation and Bylaws of the corporation, we may indemnify an officer or director who is made a party to any proceeding, including a lawsuit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. We may advance expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceeding as to which he is to be indemnified, we must indemnify him against all expenses incurred, including attorney’s fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada.

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Regarding indemnification for liabilities arising under the Securities Act of 1933, which may be permitted to directors or officers under Nevada law, we are informed that, in the opinion of the Securities and Exchange Commission, indemnification is against public policy, as expressed in the Act and is, therefore, unenforceable.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth, as of the date of this report, the total number of shares owned beneficially by our directors, officers and key employees, individually and as a group, and the present owners of 5% or more of our total outstanding shares. The table also reflects what their ownership will be assuming completion of the sale of all shares in this offering. The stockholders listed below have direct ownership of their shares and possesses sole voting and dispositive power with respect to the shares.

Title of Class	Name and Address of Beneficial Owner [1]	Amount and Nature of Beneficial Ownership	Percent of Common Stock [2]
Common Stock	Sun Kui Baiyun District, Fuli Taiyuan A9, 904, Guangzhou, China, 510165	9,000,000	82%

[1] The person named above may be deemed to be a ”parent” and ”promoter” of our company, within the meaning of such terms under the Securities Act of 1933, as amended, by virtue of his direct and indirect stock holdings.

[2] The percentages below are based on 10,902,006 shares of our common stock issued and outstanding as of the date of this report.

Item 13. Certain Relationships and Related Transactions

A total of 9,000,000 shares of common stock were issued to our sole officer and director, all of which are restricted securities, as defined in Rule 144 of the Rules and Regulations of the SEC promulgated under the Securities Act. Under Rule 144, the shares can be publicly sold, subject to volume restrictions and restrictions on the manner of sale. Such shares can only be sold after six months provided that the issuer of the securities is, and has been for a period of at least 90 days immediately before the sale, subject to the reporting requirements of section 13 or 15(d) of the Exchange Act. Shares purchased in this offering, which will be immediately resalable, and sales of all of our other shares after applicable restrictions expire, could have a depressive effect on the market price, if any, of our common stock and the shares we are offering.

There is no public trading market for our common stock. To be quoted on the OTCBB a market maker must file an application on our behalf to make a market for our common stock. Our stock may become quoted, rather than traded, on the OTCBB.

Item 14. Principal Accountant Fees and Services 

During fiscal year ended January 31, 2019, we incurred approximately $11,000 in fees to our principal independentaccountants for professional services rendered in connection with the audit of our January 31, 2018 financial statements and for the reviews of our financial statements for the quarters ended April 30, 2018, July 31, 2018, and October 31, 2018.

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PART IV

Item 15. Exhibits

The following exhibits are included as part of this report by reference:

31.1	Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).
32.1	Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized in China on April 26, 2019.

SHEMN CORP.
By:	/s/	Liu Shan Shan
	Name:	Liu Shan Shan
	Title:	President, Treasurer, Secretary and Director
		(Principal Executive, Financial and Accounting Officer)

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