UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-K
(Mark
One)
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the fiscal year ended
January 31, 2019
or
☐
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT 1934
For
the transition period from __________ to ____________
Commission
file number: 333-209900
Jialijia
Group Corporation Limited
(formerly
known as Rizzen, Inc.)
(Exact
name of
registrant
as
specified in its charter)
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Nevada
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35-2544765
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(State
or Other Jurisdiction of
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|
(I.R.S.
Employer
|
|
Incorporation
or Organization)
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Identification
No.)
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Room
402, Unit B, Building 5,Guanghua Community,
Guanghua
Road, Tianning District,
Changzhou,
Jiangsu, China
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N/A
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant's
telephone number, including area code:
+86 (519) 8980-1180
Securities
registered pursuant to Section 12(b) of the Act:
None
Securities
registered pursuant to Section 12 (g) of the Act:
Common
Stock, par value $0.001 per share
(Title
of class)
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes
☐ No ☒
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 ☒
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
☒ No ☐
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant
to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit such files).
Yes
☒ No ☐
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein,
and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated
by reference into Part III of this Form 10-K or any amendment to this Form 10-K. ☒
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large
accelerated filer
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☐
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Accelerated
filer
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☐
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Non-accelerated
filer
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☒
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Smaller
reporting company
|
☒
|
|
|
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Emerging
growth company
|
☒
|
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes
☒ No ☐
As of July 31, 2018, the last business
day of the registrant’s most recently completed second fiscal quarter, there were 1,285,000 shares outstanding and
held by non-affiliates of the registrant. As of July 31, 2018, there was no closing price of the registrant’s common stock
on the OTCQB market.
As of May 7, 2019, there were 7,285,000
shares of registrant's common stock.
EXPLANATORY
NOTE
As
used in this Annual Report, the terms “we,” “us,” “our,” and words of like import, and the
“Company” refer to Jialijia Group Corporation Limited unless the context otherwise indicates or the context otherwise
requires.
FORWARD-LOOKING
STATEMENTS
This
Annual Report on Form 10-K contains certain forward-looking statements (as such term is defined in Section 27A of the Securities
Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”)). The statements herein, which are not historical facts, reflect our current expectations and
projections about the Company’s future results, performance, liquidity, financial condition, prospects and opportunities
and are based upon information currently available to us and our management and our interpretation of what we believe to be significant
factors affecting our business, including many assumptions about future events. Such forward-looking statements include statements
regarding, among other things:
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·
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our
projected revenues, profitability and other financial metrics;
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·
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our
future financing plans;
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·
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our
anticipated needs for working capital;
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·
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our
ability to expand our sales and marketing capability;
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·
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acquisitions
of other companies or assets that we might undertake in the future;
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·
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competition
existing today or that will likely arise in the future; and
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·
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other
factors discussed elsewhere herein.
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Forward-looking
statements, which involve assumptions and describe our plans, strategies, and expectations, are generally identifiable by use
of the words “may,” “should,” “will,” “plan,” “could,” “target,”
“contemplate,” “predict,” “potential,” “continue,” “expect,” “anticipate,”
“estimate,” “believe,” “intend,” “seek,” or “project” or the negative
of these words or other variations on these or similar words. Actual results, performance, liquidity, financial condition and
results of operations, prospects and opportunities could differ materially from those expressed in, or implied by, these forward-looking
statements because of various risks, uncertainties and other factors, including the ability to raise sufficient capital to continue
the Company’s operations. These statements may be found under Part II, Item 7 “Management’s Discussion and Analysis
of Financial Condition and Results of Operations,” as well as elsewhere in this Annual Report on Form 10-K generally. Actual
events or results may differ materially from those discussed in forward-looking statements as a result of various factors, including,
without limitation, matters described in this Annual Report on Form 10-K.
In
light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this Annual
Report on Form 10-K will in fact occur.
Potential
investors should not place undue reliance on any forward-looking statements. Except as expressly required by the federal securities
laws, there is no undertaking to publicly update or revise any forward-looking statements, whether as a result of new information,
future events, changed circumstances or any other reason. Potential investors should not make an investment decision based solely
on our projections, estimates or expectations.
The
forward-looking statements in this Annual Report on Form 10-K represent our views as of the date of this Annual Report on Form
10-K. Such statements are presented only as some guide about future possibilities and do not represent assured events, and we
anticipate that subsequent events and developments will cause our views to change. You should, therefore, not rely on these forward-looking
statements as representing our views as of any date after the date of this Annual Report on Form 10-K.
This
Annual Report on Form 10-K also contains estimates and other statistical data prepared by independent parties and by us relating
to market size and growth and other data about our industry. These estimates and data involve a number of assumptions and limitations,
and potential investors are cautioned not to give undue weight to these estimates and data. We have not independently verified
the statistical and other industry data generated by independent parties and contained in this Annual Report on Form 10-K. In
addition, projections, assumptions and estimates of our future performance and the future performance of the industries in which
we operate are necessarily subject to a high degree of uncertainty and risk.
Except
as required by law, we assume no obligation to update any forward-looking statements publicly, or to update the reasons actual
results differing materially from those anticipated based on any forward-looking statements, even if new information becomes available
in the future. Depending on the market for our stock and other conditional tests, a specific safe harbor under the Private Securities
Litigation Reform Act of 1995 may be available to us. Notwithstanding the above, because Section 27A of the Securities Act and
Section 21E of the Exchange Act expressly state that the safe harbor for forward-looking statements does not apply to companies
that issue penny stock, the safe harbor for forward-looking statements may not be available to us at certain times as we may be
considered to be an issuer of penny stock.
TABLE
OF CONTENTS
PART
I
Jialijia
Group Corporation Limited, formerly known as Rizzen, Inc. (the “Company”) was incorporated as a corporation under
the laws of the State of Nevada on October 21, 2015 and has been inactive since our change in control reported on Form 8-K filed
with the Securities and Exchange Commission (“SEC”) on December 30, 2016 (the “Change of Control”). Our
prior business model was to provide vending and shipping services of electronic toys of various kinds manufactured in China and
to distribute electronic kid toys of various price categories to both small and medium-sized vendors. Under this prior business
model, we intended on selling, importing, and marketing our business to European and North American markets.
Following
the Change of Control, the Company has been seeking to acquire, through a merger, capital stock exchange, asset acquisition, stock
purchase, reorganization, exchangeable share transaction or other similar business transaction with one or more operating businesses
or assets that we have not yet identified. Consequently, the Company now has only minimal assets and liabilities. Its operations
are focused on seeking to acquire an operating business with strong growth potential. From and after the change of control, unless
and until the Company completes an acquisition, its expenses are expected to consist solely of legal, accounting and compliance
costs, including those related to complying with reporting obligations under the Securities and Exchange Act of 1934.
We
are now considered a blank check company. The SEC defines those companies as “any development stage company that is issuing
a penny stock, within the meaning of Section 3 (a)(51) of the Exchange Act, and that has no specific business plan or purpose,
or has indicated that its business plan is to merge with an unidentified company or companies.” Under SEC Rule 12b-2 under
the Securities Act of 1933, as amended (the “Securities Act”), we also qualify as a “shell company,” because
we have no or nominal assets (other than cash) and no or nominal operations. Many states have enacted statutes, rules and regulations
limiting the sale of securities of “blank check” companies in their respective jurisdictions. Management does not
intend to undertake any efforts to cause a market to develop in our securities, either debt or equity, until we have successfully
concluded a business combination. We intend to comply with the periodic reporting requirements of the Exchange Act for so long
as we are subject to those requirements.
Our
current business plan is to attempt to identify and negotiate with a business target for the merger of that entity with and into
the Company. In certain instances, a target company may wish to become a subsidiary of the Company or may wish to contribute or
sell assets to the Company rather than to merge. No assurances can be given that the Company will be successful in identifying
or negotiating with any target company. We seek to provide a method for a foreign or domestic private company to become a reporting
or public company whose securities are qualified for trading in the United States secondary markets.
A
business combination with a target company normally will involve the transfer to the target company of the majority of the issued
and outstanding common stock of the Company, and the substitution by the target company of its own management and Board. No assurances
can be given that the Company will be able to enter into a business combination, or, if the Company does enter into such a business
combination, no assurances can be given as to the terms of a business combination, or as to the nature of the target company.
On
May 16, 2018, pursuant to the approval of the majority of our shareholders and our board of directors (the “Board”),
the Company's Articles of Incorporation were amended to reflect a name change to Jialijia Group Corporation Limited and the number
of shares the corporation is authorized to issue increased from 75,000,000 to 1,000,000,000. These changes were effective upon
the filing of a Certificate of Amendment with the State of Nevada.
On December 15, 2018, the
Company entered into an asset reorganization agreement (the “Original Reorganization Agreement”) with Shenzhen Wenchuan
Industrial Corporation, Ltd. (“Shenzhen Wenchuan”) and Hunan Rucheng Wenchuan Gas Corporation, Ltd. (“Hunan Rucheng”),
which was amended by an amendment (the “Amendment”) entered into by both parties on January 9, 2019 (together, the
“Reorganization Agreement (As Amended)”), pursuant to which, among other matters, and subject to the satisfaction of
the conditions set forth in the Reorganization Agreement (As Amended), the Company shall purchase 70% of the equity capital of
each of Shenzhen Wenchuan and Hunan Rucheng by paying to Shenzhen Wenchuan and Hunan Rucheng in the aggregate RMB 12,000,000 (approximately
$1,789,149) in cash and 24,340,000 shares of the Company’s common stock. Shenzhen Wenchuan is the wholly owned parent of
Hunan Rucheng. The respective boards of directors of the Company and Wenchuan have each unanimously approved the Original Reorganization
Agreement and the Amendment. The transaction underlying the Reorganization Agreement (As Amended) is subject to customary closing
conditions, such as shareholder approval and receipt of required regulatory approvals. The parties involved are expected to work
diligently to ensure a successful closing. As of the date of this annual report on Form 10-K, this transaction has not yet closed.
Effective as of December
15, 2018, the Company appointed: (i) Mr. Dongzhi Zhang as the Chairman of the Board; (ii) Mr. Jiannan Wu as the Company’s
General Manager and Director; and (iii) Ms. Weixia Hu as the Company’s Chinese Region Chief Representative. Ms. Na Jin remains
the CEO, CFO and a director of the Company.
Our principal executive
offices are located at Room 402, Unit B, Building 5, Guanghua Community, Guanghua Road, Tianning District, Changzhou, Jiangsu,
China. Our phone number is +86-18602593148.
Available
Information
The
public may read and copy any materials we file with the Securities and Exchange Commission (“SEC”), including our
Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all amendments to the foregoing,
at the SEC’s Public Reference Room at 100 F St., NE, Washington, DC 20549, on official business days during the hours of
10 AM to 3 PM. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
The SEC maintains an Internet site (http://www.sec.gov) that contains periodic and current reports, proxy and information statements,
and other information regarding the Company and other issuers that file electronically with the SEC.
As
a smaller reporting company, we are not required to provide information pursuant to this Item..
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Item
1B.
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Unresolved
Staff Comments.
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As
a smaller reporting company, we are not required to provide the information pursuant to this Item.
The
Company neither rents nor owns any properties. The Company utilizes the office space and equipment of one of its stockholders
at no charge.
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Item
3.
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Legal
Proceedings.
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To
the knowledge of the Company, there is no litigation currently pending or contemplated against us, any of our officers or directors
in their capacity as such or against any of our property.
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Item
4.
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Mine
Safety Disclosures.
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Not
applicable.
PART
II
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Item
5.
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Market
for Registrants' Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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Market
Information.
There
is a limited public market for our Common Stock. Our Common Stock is quoted on the OTCQB market under the symbol
“RZZN” OTCQB 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.
OTCQB securities are not listed or traded on the floor of an organized national or regional stock exchange. Instead, OTCQB securities
transactions are conducted through a telephone and computer network connecting dealers in stocks.OTCQB issuers are traditionally
smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.
Holders
As
of May 7, 2019, there were approximately
eight record holders of an aggregate of 7,285,000 shares of Common Stock issued
and outstanding.
Transhare Corporation located at 15500
Roosevelt Blvd, Suite 302, Clearwater, FL 33760 is the transfer agent for our Common Stock. Their telephone number is 303-662-1112.
Effective
on August 11, 1993, the SEC adopted Rule 15g-9, which established the definition of a “penny stock,” for purposes
relevant to the Company, as any equity security that has a market price of less than $5.00 per share or with an exercise price
of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules
require: (i) that a broker or dealer approve a person’s account for transactions in penny stocks; and (ii) that the broker
or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny
stock to be purchased. In order to approve a person’s account for transactions in penny stocks, the broker or dealer must
(i) obtain financial information and investment experience and objectives of the person; and (ii) make a reasonable determination
that the transactions in penny stocks are suitable for that person and that person has sufficient knowledge and experience in
financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver,
prior to any transaction in a penny stock, a disclosure schedule prepared by the Commission relating to the penny stock market,
which, in highlight form, (i) sets forth the basis on which the broker or dealer made the suitability determination; and (ii)
states that the broker or dealer received a signed, written agreement from the investor prior to the transaction. Disclosure also
has to be made about the risks of investing in penny stock in both public offerings and in secondary trading, and about commissions
payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and
remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing
recent price information for the penny stock held in the account and information on the limited market in penny stocks.
Dividends
The
Company has not paid any cash dividends to date and does not anticipate or contemplate paying dividends in the foreseeable future.
It is the present intention of management to utilize all available funds for the development of the Company's business.
Options,
Warrants, Convertible Securities
Currently,
we do not have any warrants, options or convertible securities outstanding.
Securities
Authorized for Issuance under Equity Compensation Agreements
None.
Recent
Sales of Unregistered Securities
During the fiscal year ended January
31, 2019, we did not have sales of unregistered securities other than those already disclosed in the quarterly reports on Form
10-Q in the fiscal year of 2018 and current reports on Form 8-K.
Recent
Purchases of Equity Securities by us and our Affiliated Purchasers
None.
Where
You Can Find Additional Information
We
are a reporting company and file annual, quarterly and current reports, proxy statements and other information with the SEC. For
further information with respect to the Company, you may read and copy its reports, proxy statements and other information, at
the SEC public reference rooms at 100 F. Street, N.E., Washington, D.C. 20549. You can request copies of these documents by writing
to the SEC and paying a fee for the copying cost. Please call the SEC at 1-800-SEC-0330 for more information about the operation
of the public reference rooms. The Company’s SEC filings are also available at the SEC’s web site at http://www.sec.gov.
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Item
6.
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Selected
Financial Data.
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Not
applicable to smaller reporting companies.
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Item
7.
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Management's
Discussion and Analysis of Financial Condition and Results of Operation
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Overview
Jialijia
Group Corporation Limited, formerly known as Rizzen, Inc. (the “Company”) was incorporated as a corporation under
the laws of the State of Nevada on October 21, 2015 and has been inactive since our change in control on December 30, 2016. Following
our change, the Company now has only minimal assets and liabilities. Its operations are focused on seeking to acquire an operating
business with strong growth potential. From and after the change of control, unless and until the Company completes an acquisition,
its expenses are expected to consist solely of legal, accounting and compliance costs, including those related to complying with
reporting obligations under the Exchange Act.
In
December 2018, the Company identified, negotiated, and reached two business acquisition agreements with two target companies (see
“Material Agreements” below). Our principal business objective for the past 12 months, and beyond such time, have
been and will be to achieve long-term growth potential through acquisitions of these operating businesses.
Material
Agreements
On December 15, 2018, the Company entered into
an asset reorganization agreement (the “Original Reorganization Agreement”) with Shenzhen Wenchuan Industrial Corporation,
Ltd. (“Shenzhen Wenchuan”) and Hunan Rucheng Wenchuan Gas Corporation, Ltd. (“Hunan Rucheng”), which was
amended by an amendment (the “Amendment”) entered into by both parties on January 9, 2019 (together, the “Reorganization
Agreement (As Amended)”), pursuant to which, among other matters, and subject to the satisfaction of the conditions set forth
in the Reorganization Agreement (As Amended), the Company shall purchase 70% of the equity capital of each of Shenzhen Wenchuan
and Hunan Rucheng by paying to Shenzhen Wenchuan and Hunan Rucheng in the aggregate RMB 12,000,000 (approximately $1,789,149) in
cash and 24,340,000 shares of the Company’s common stock. Shenzhen Wenchuan is the wholly owned parent of Hunan Rucheng.
The respective boards of directors of the Company and Wenchuan have each unanimously approved the Original Reorganization Agreement
and the Amendment. The transaction underlying the Reorganization Agreement (As Amended) is subject to customary closing conditions,
such as shareholder approval and receipt of required regulatory approvals.
As of the date of this report,
these above-mentioned transactions have not been consummated, as certain closing conditions have not been satisfied. Nevertheless,
the parties involved are expected to work diligently to ensure a successful closing of the foregoing transactions within 12 months.
Results
of Operations for the Year Ended January 31, 2019 Compared to the Year Ended January 31, 2018
Revenues
The
Company did not engage in any business activities and did not generate any revenue for the years ended January 31, 2019 and 2018.
Operating
Expenses
The
Company has had nominal operations and only incurred expenses relating to being a public reporting company and seeking for merger
and acquisition. The general and administrative expenses consisted primarily of professional fees and organization expenses. For
the year ended January 31, 2019, the general and administrative expenses amounted to $42,783 as compared with $30,567 for the
year ended January 31, 2018, an increase of $12,216, or 40%.
Net
Loss
As
a result of the foregoing, for the years ended January 31, 2019, net loss amounted to $
42,783
,
as compared to $30,567 for the year ended January 31, 2018, an increase of $
12,216, or 40
%.
Liquidity
and Capital Resources
Working
Capital
:
As
of January 31, 2019 and 2018, we had cash and cash equivalent of both $0. As of January 31, 2019, we have incurred accumulated
operating losses of $105,815 since inception. As of January 31, 2019 and 2018, we had working capital deficits of $74,115 and
$31,332, respectively.
Cash
Flows
:
Net
cash used in operating activities was $52,983 during the year ended January 31, 2019, compared to $31,132 for the year ended January
31, 2018. The increase in the cash used in operating activities was primarily due to the increase in net loss and prepaid expenses
during the year ended January 31, 2019, compared to the year ended January 31, 2018.
We
had no cash flow from investing activities during the years ended January 31, 2019 and 2018.
Net
cash provided by financing activities was $52,983 during the year ended January 31, 2019, compared to $31,132 for the year ended
January 31, 2018. The increase in the cash provided by financing activities was primarily due to the increase of proceeds from
related party loan.
Going
Concern
:
We
require additional funding to meet its ongoing obligations and to fund anticipated operating losses. Our auditor has expressed
substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent on
raising capital to fund its initial business plan and ultimately to attain profitable operations. These financial statements do
not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification
of liabilities that might result from this uncertainty.
We
expect to incur marketing and professional and administrative expenses as well expenses associated with maintaining our filings
with the Commission. We will require additional funds during this time and will seek to raise the necessary additional capital.
If we are unable to obtain additional financing, we may be required to reduce the scope of our business development activities,
which could harm our business plans, financial condition and operating results. Additional funding may not be available on favorable
terms, if at all. We intend to continue to fund its business by way of equity or debt financing and advances from related parties.
Any inability to raise capital as needed would have a material adverse effect on our business, financial condition and results
of operations.
If
we cannot raise additional funds, we will have to cease business operations. As a result, our common stock investors would lose
all of their investment.
Critical
Accounting Policies
Our
financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting
principles applied on a consistent basis. The preparation of financial statements in conformity with United States generally accepted
accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities,
the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues
and expenses during the reporting periods.
We qualify as an “emerging growth
company”, as defined in the Jumpstart Our Business Startups Act, which became law in April, 2012. Under the JOBS Act, “emerging
growth companies”, can delay adopting new or revised accounting standards until such time as those standards apply to private
companies. We have elected not to avail ourselves of this exemption from new or revised accounting standards and, therefore, will
be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies
Use
of estimates
The
preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements, as well as the reported amounts of revenues and expenses during the reporting periods. Management makes these estimates
using the best information available at the time the estimates are made; however actual results could differ materially from those
estimates.
Income
Taxes
We accounts for income taxes as outlined in ASC 740, “Income Taxes”. Under the asset and liability method of
ASC 740, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences
between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax
assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected
to be recovered or settled.
Loss per Share Calculation
We comply with accounting and disclosure requirements
of ASC 260, “Earnings Per Share.” Net loss per common share is computed by dividing net loss applicable to common
stockholders by the weighted average number of common shares outstanding for the period. For the years ended January 31, 2019
and 2018, we did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into
common stock and then share in the earnings of us. As a result, diluted loss per common share is the same as basic loss per common
share for the periods.
Fair values of financial instruments
ASC 820 defines fair value as the exchange
price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous
market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes
a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable
inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:
Level 1 – quoted prices in active markets
for identical assets or liabilities.
Level 2 – quoted prices for similar assets
and liabilities in active markets or inputs that are observable
Level 3 – inputs that are unobservable
There were no assets or liabilities measured
at fair value on a recurring basis subject to the disclosure requirements of ASC 820 as of January 31, 2019 and 2018.
Recent
Accounting Pronouncements
Management has evaluated all the recently
issued accounting pronouncements and does not believe that they will have a material effect on the Company's financial position
and results of operations.
Off-balance
Sheet Arrangements
As
of January 31, 2019 and 2018, there were no off-balance sheet arrangements.
|
Item
7A.
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Quantitative
and Qualitative Disclosures about Market Risk.
|
Not
applicable.
|
Item
8.
|
Financial
Statements and Supplementary Data
|
The
audited financial statements of the Company for the fiscal year ended January 31, 2019 and the notes thereto are set forth
on page F-1 through F-10 of this Annual Report. The Company’s financial statements have been prepared in accordance
with accounting principles generally accepted in the U.S., or US GAAP, and pursuant to Regulation S-K as promulgated by the
SEC. The financial statements have been prepared assuming the Company will continue as a going concern.
|
Item
9.
|
Changes
in and Disagreements with Accountants on Accounting and Financial Disclosure
|
As
reported by the Company in its Current Report on Form 8-K filed with the SEC on January 17, 2019, our independent auditor, Fruci
& Associates II, PLLC (“FRUCI”) advised our Board in writing that they resigned as auditor of the Company.
The
auditor’s report of FRUCI on the Company’s consolidated financial statements as of and for the fiscal year ended January
31, 2018 did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainty, audit
scope or accounting principles.
A
copy of the Form 8-K was furnished to FRUCI and FRUCI furnished us with a letter addressed to the SEC stating that FRUICI agreed
with the statements made in the Form 8-K, a copy of which was filed with the Form 8-K as Exhibit 16.1.
From
May 28, 2018 when FRUCI was engaged, through FRUCI’s resignation on January 15, 2019, there were no (i) “disagreements”
(as that term is defined in Item 304(a)(1)(iv) of Regulation S-K) between the Company and FRUCI on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction
of FRUCI would have caused FRUCI to make reference to the subject matter thereof in its reports for such fiscal years and interim
period, or (ii) “reportable events” as that term is described in Item 304(a)(1)(v) of Regulation S-K.
On
February 10, 2019 , the Board approved and ratified the engagement of KCCW as its new independent registered public accounting
firm. On April 9, 2019, the Company entered into an engagement with KCCW Accountancy Corp (“KCCW”) to retain KCCW
as the Company’s independent public accounting firm.
|
Item
9A.
|
Controls
and Procedures
|
Evaluation
of Disclosure Controls and Procedures
Based
on an evaluation of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities
Exchange Act of 1934, as amended), as of January 31, 2019, the Company's Chief Executive Officer and Chief Financial Officer (its
principal executive officer and principal financial and accounting officer, respectively) has concluded that the Company's disclosure
controls and procedures were not effective.
Limitations
on the Effectiveness of Controls
A
control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives
of the control system are met. Because of the inherent limitations in all controls systems, no evaluation of controls can provide
absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. Our disclosure
controls and procedures are designed to provide reasonable assurance of achieving its objectives.
Management's
Report on Internal Control over Financial Reporting
The
Company's management is responsible for establishing and maintaining adequate internal control over financial reporting as such
term is defined in Exchange Act Rule 13a-15(f). Internal control over financial reporting is a process used to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of the Company's financial statements for external
reporting in accordance with U.S. GAAP. Internal control over financial reporting includes policies and procedure that pertain
to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our
assets; provide reasonable assurance that transactions are recorded as necessary to permit preparation of our financial statements
in accordance with U.S. GAAP; that our receipts and expenditures are being made only in accordance with the authorization of the
Company's board of directors; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,
use or disposition of the Company's assets that could have a material effect on the Company's financial statements.
An
internal control system over financial reporting has inherent limitations and may not prevent or detect misstatements. Therefore,
even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation
and presentation. 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.
However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design
into the process safeguards to reduce, though not eliminate, the risk.
Management,
under the supervision and with the participation of the Company's Chief Executive Officer and Chief Financial Officer, has assessed
the effectiveness of the Company’s internal control over financial reporting as of January 31, 2019. In making this assessment,
management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO-2013) in
Internal Control Integrated Framework. Because of the material weaknesses described in the following paragraphs, management believes
that, as of January 31, 2019, the Company’s internal control over financial reporting was not effective based on those criteria.
Material weakness
Management
identified two material weaknesses in the design and operation of its internal controls: (i) the failure to retain sufficient
qualified accounting personnel to prepare financial statements in accordance with accounting principles generally accepted in
the United States (including a qualified Chief Financial Officer); and (ii) the Company’s accounting department personnel
has limited knowledge and experience in U.S. GAAP.
To
remediate the material weaknesses identified in internal control over financial reporting, the Company intends to: (i) hire additional
personnel with sufficient knowledge and experience in U.S. GAAP; and (ii) provide ongoing training courses in U.S. GAAP to existing
personnel. The Company will continue to monitor and assess our remediation initiatives to ensure that the aforementioned material
weaknesses are remediated.
Changes in Internal Control
over Financial Reporting
There
have not been any changes in the Company's internal controls over financial reporting that occurred during the Company's fiscal
quarter ended January 31, 2019 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 and Corporate Governance.
|
Directors
and Executive Officers
Our
director and executive officers as of January 31, 2019 were as follows:
|
Name
|
|
Age
|
|
Position
|
|
Na
Jin
|
|
36
|
|
CEO
and CFO, director
|
|
Dongzhi
Zhang
|
|
57
|
|
Chairman
of the Board
|
|
Jiannan
Wu
|
|
56
|
|
General
Manager, director
|
|
Weixia
Hu
|
|
48
|
|
Chinese
Region Chief Representative
|
Ms. Jin, age 36, has been serving as our Director, CEO and CFO since December 2016. Currently, she also serves
as the Legal Representative for Changzhou Biekaishengmian E-commerce Co., Ltd. From March 2010 to September 2014, she served as
Marketing Director for Hunan Resgreen Ecological Textile Inc. and was responsible for marketing operations. From September 2014
to February 2015 she worked as General Commander of Education Department for Beijing Zhangxin Communication Technology Co., Ltd.
where she was responsible for training marketing teams. From February 2015 to May 2016, Ms. Jin served as Marketing Director for
Shandong Weikang Biotechnology Co., Ltd. where she was responsible for marketing operations. She received her High School Diploma
from Henan Runan County High School.
Mr.
Dongzhi Zhang, age 57, has been serving as our Chairman since December 2018 and the Chairman of Jialijia Group Co., Ltd, a limited
liability company incorporated under the laws of the PRC, since 2010. Over the years, Mr. Dongzhi Zhang has devoted
himself to enterprise management and has abundant corporate management experience. From January 2007 to July 2012, Mr. Wang served
as the Senior Manager of Crowe CPA Group. From 2002 to 2010, he served as a General Manager of Beijing Jianghong Investment Co.,
Ltd. From 1997 to 2001, Mr. Zhang served as a General Manager of Jiangsu Changzhou Nanyuan Trading Company. From 1979 to 1996,
Mr. Zhang served as a Chairman of Jiangsu Changzhou Wujin Tangyangjiu Company. He received his Associate Degree from Jiangsu Changzhou
Commercial Bureau Internal College in 1981.
Mr.
Jiannan Wu, age 56, has been serving as our General Manager and Director since December 2018 and has been serving as a Director of Guangdong
Provincial Health Care Association since March 2013. Since May 2014, Mr. Xu has been serving as the Chairman of Shenzhen Xiude
Medical Nursing Group. Since December 2015, he has been serving as the Honorary President of Meizhou Surname Culture Research
Association of Guangdong Province. Since 2017, he has been serving as the Executive Director of Smart Medical Research Center
of the World City Smart Engineering Technology (Beijing) Research Institute. Since December 2017, he has been serving as the President
of Shenzhen Expert Federation. Since 2018, he has been serving as the Chairman of the Shenzhen Science and Technology Economic
Promotion Association, Qianhai Division. Mr. Wu received his Bachelor in Applied Chemical Technology from Zhengzhou Institute
of Technology in July 2002. He received his Master’s Degree in Business Administration from United University of Hong Kong
in 2007.
Ms.
Weixia Hu, age 48, has been serving as our Chinese Region Chief Representative since December 2018 and has been serving as the
legal representative, Chairman of the Board of Supervisors, Marketing Director and Sales Representative of Zhongyun Management
and Management Partnership (Limited Partnership) from 2018 until the present. From 2007 to 2012, Mr. Zhou founded Laoxiangzhang
Food Chain Co., Ltd. and served as its General Manager. From 2007 to 2010, she served as a Marketing Director for Amway (China)
Daily Necessities Co., Ltd. From 2004 to 2006, she served as a General Manager of Wuhan Xinyida Company. From 1994 to 2003, she
served as a sales member for Shiyan Dongfeng Motor Company. Ms. Hu received her specialist degree from Dongfeng Motor Vehicle
College.
There have been
no related party transactions between the Company and any of Ms. Na Jin, Mr. Dongzhi Zhang, Mr. Jiannan Wu, or Ms. Weixia Hu reportable
under Item 404(a) of Regulation S-K.
There
are no formal compensation agreements with our directors and officers at this time.
Involvement
in Certain Legal Proceedings
To
the best of our knowledge, each of our directors and executive officers has not, during the past ten years:
|
|
☐
|
been
convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other
minor offenses);
|
|
|
☐
|
had
any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or
business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or
within two years prior to that time;
|
|
|
☐
|
been
subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction
or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement
in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities,
or to be associated with persons engaged in any such activity;
|
|
|
☐
|
been
found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to
have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;
|
|
|
☐
|
been
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 (not including any settlement of a civil proceeding among private litigants), relating to an
alleged violation of any federal or state securities or commodities law or regulation, 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
any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
|
|
|
☐
|
been
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), any registered entity (as defined in Section 1(a)(29) of
the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority
over its members or persons associated with a member.
|
Corporate
Governance
We
do not have a standing nominating, compensation, or audit committee. Rather, our entire Board performs the functions of these
committees. We do not believe it is necessary for our Board to appoint such committees because the volume of matters that come
before our Board for consideration permits the directors to give sufficient time and attention to such matters to be involved
in all decision making. Additionally, because our Common Stock is not listed for trading or quotation on a national securities
exchange, we are not required to have such committees.
Role
in Risk Oversight
Our
Board is primarily responsible for overseeing our risk management processes. Our Board receives and reviews periodic reports from
management, auditors, legal counsel, and others, as considered appropriate regarding our company’s assessment of risks.
Our Board focuses on the most significant risks facing our company and our company’s general risk management strategy, and
also ensures that risks undertaken by our company are consistent with the board’s appetite for risk.
Section
16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities
Exchange Act of 1934 requires that our executive officers and directors, and persons who own more than 10% of a registered class
of our equity securities, file reports of ownership and changes in ownership with the SEC. Executive officers, directors and greater-than-ten
percent stockholders are required by SEC regulations to furnish us with all Section 16(a) forms they file. Based solely on our
review of the copies of the forms received by us and written representations from certain reporting persons, we believe that, during
the year ended January 31, 2019, our executive officers, directors and greater-than-ten percent stockholders have not complied
with Section 16(a) filing requirements.
|
Item
11.
|
Executive
Compensation.
|
The following compensation
discussion addresses all compensation awarded to, earned by, or paid to the Company's named executive officer. The Company's officers
and directors have not received any cash or other compensation since they became the Company’s officers and directors. No
compensation of any nature has been paid for on account of services rendered by our directors in such capacity.
No
retirement, pension, profit sharing, stock option or insurance programs or other similar programs have been adopted by the Company
for the benefit of its employees.
There
are no understandings or agreements regarding compensation our management will receive after a business combination.
The
Company does not have a standing compensation committee or a committee performing similar functions, since the Board of Directors
has determined not to compensate the officers and directors until such time that the Company completes a reverse merger or business
combination.
|
Item
12.
|
Security
Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
The
following table sets forth information regarding the beneficial ownership based on 7,285,000
shares
of our Common Stock outstanding as of January 31, 2019, based on information obtained from the persons named below, with respect
to the beneficial ownership of shares of our Common Stock by:
|
●
|
each
person known by us to be the beneficial owner of more than 5% of our outstanding shares of Common Stock;
|
|
●
|
each
of our officers and directors; and
|
|
●
|
all
our officers and directors as a group.
|
Beneficial
ownership is determined in accordance with SEC rules and generally includes voting or investment power with respect to securities.
For purposes of this table, a person or group of persons is deemed to have “beneficial ownership” of any shares of
Common Stock that such person has the right to acquire within 60 days of the date of the respective table. For purposes of computing
the percentage of outstanding shares of our Common Stock held by each person or group of persons named above, any shares that
such person or persons has the right to acquire within 60 days of the date of the respective table is deemed to be outstanding
for such person, but is not deemed to be outstanding for the purpose of computing the percentage ownership of any other person.
The inclusion herein of any shares listed as beneficially owned does not constitute an admission of beneficial ownership.
Unless
otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all
shares of Common Stock beneficially owned by them.
|
Title
of class
|
Name
and address
of
beneficial owner
|
Amount
of
beneficial
ownership
|
Percent
of
class
|
|
Common
Stock
|
Na
Jin
|
0
|
0%
|
|
|
Dongzhi Zhang
|
0
|
0%
|
|
|
Jiannan Wu
|
0
|
0%
|
|
|
Weixia Hu
|
0
|
0%
|
|
|
|
|
|
|
|
All
Officers and Directors as a Group (four persons)
|
0
|
0%
|
|
|
|
|
|
|
|
5% stockholders
|
|
|
|
|
JLJ
Group Corporation Limited
|
6,000,000
(1)
|
82.36%
|
(1)
Na
Jin is the interim CEO and CFO of JLJ Group Corporation Limited and, in that capacity, has the authority to direct
voting and investment decisions with regard to its common stock.
There
are no current arrangements known to the company, the operation of which may, at a subsequent date, result in a further change
in control of the registrant.
|
Item
13.
|
Certain
Relationships and Related Transactions, and Director Independence.
|
In
support of the Company’s nominal operation and cash requirements, we rely on advances from related parties until when we
can support our operations or attain adequate financing through sales of our equity or traditional debt financing. There is no
formal written commitment for continued support by officers, directors, or shareholders. The advances from related party represent
the amounts paid by related party on behalf of the Company in satisfaction of liabilities. The advances are considered temporary
in nature and have not been formalized by a promissory note.
During the year
ended January 31, 2019, the Company’s officer advanced $52,983 for operating expenses. The balances of the loan from related
party as of January 31, 2019 and 2018 were $84,115 and $31,132, respectively. The loan is non-interest bearing, payable on demand
and unsecured.
Director
Independence
OTCQB securities are not listed or traded on the floor of an organized national or regional stock exchange. Instead, OTCQB securities
transactions are conducted through a telephone and computer network connecting dealers in stocks. OTCQB issuers are traditionally
smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.
Because
our common stock is not listed on a national exchange or interdealer quotation system there is no requirement that a majority
of our Board be independent and, therefore, the Company is not subject to director independence requirements. Under Nasdaq Rule
5605(a)(2)(A), a director is not considered to be independent if he or she also is an executive officer or employee of the corporation.
Under such definition, our directors would not be considered independent directors.
Except
as otherwise indicated herein, there have been no other related party transactions, or any other transactions or relationships
required to be disclosed pursuant to Item 404 and Item 407(a) of Regulation S-K.
|
Item
14.
|
Principal
Accounting Fees and Services
|
On
January 17, 2019, our independent auditor, Fruci & Associates II, PLLC (“FRUCI”) advised our Board in writing that
they resigned as auditor of the Company.
On
February 10, 2019, the Board approved and ratified the engagement of KCCW Accountancy Corp (“KCCW”) as its new independent
registered public accounting firm.
On April 9, 2019, the Company entered into an
engagement with KCCW to retain KCCW as the Company’s independent public accounting firm.
For
the fiscal year ended January 31, 2019, KCCW was our principal accountant. For the fiscal year ended January 31, 2018, FRUCI was
our principal accountant. The following is a summary of fees paid or to be paid to FRUCI and KCCW for services rendered.
Audit Fees
.
Audit fees and review fees consist of fees billed for professional services rendered for the audit of our year-end financial statements
and review of our quarterly reports and services in connection with regulatory filings. We paid Fruci $4,300 in connection with
our audited financials for the fiscal year ended January 31, 2018, and $6,000 in connection with the review of our quarterly reports
ended April 30, 2018, July 31, 2018, and October 31, 2018. We will pay KCCW $5,000 in connection with the audit of our financial
statements for the year ended January 31, 2019.
Audit-Related
Fees
. Audit-related services consist of fees billed for assurance and related services that are reasonably related to performance
of the audit or review of our financial statements and are not reported under "Audit Fees." These services include attest
services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards.
Tax
Fees
. None
All
Other Fees
. None
PART
IV
|
Item
15.
|
Exhibits,
Financial Statement Schedules.
|
*
Filed herewith.
**
In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 34-47986, the certifications furnished in Exhibits
32.1 and 32.2 herewith are deemed to accompany this Form 10-K and will not be deemed filed for purposes of Section 18 of the Exchange
Act. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act or the Exchange
Act.
|
|
(1)
|
Filed
as an exhibit to the Company’s Registration Statement on Form S-1, as filed with
the SEC on March 3, 2016, and incorporated herein by this reference.
|
|
|
(2)
|
Filed
as an exhibit to the Company’s Form 8-K, as filed with the SEC on May 25, 2018,
and incorporated herein by reference.
|
|
|
(3)
|
Filed
as an exhibit to the Company’s Registration Statement on Form S-1, as filed with
the SEC on March 3, 2016, and incorporated herein by this reference.
|
|
|
(4)
|
Filed
as an exhibit to the Company’s Form 8-K, as filed with the SEC on January 10, 2018,
and incorporated herein by reference.
|
|
|
(5)
|
Filed
as an exhibit to the Company’s Form 8-K, as filed with the SEC on January 17, 2019,
and incorporated herein by reference.
|
|
ITEM
16.
|
FORM
10-K SUMMARY
|
None.
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Exchange Act, the Company has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
|
Dated:
May 7, 2019
|
Jialijia
Group Corporation Limited.
|
|
|
|
|
|
|
By:
|
/s/
Na Jin
|
|
|
Name:
|
Na
Jin
|
|
|
Title:
|
Chief
Executive Officer, Director (Principal Executive Officer)
|
|
|
By:
|
/s/
Na Jin
|
|
|
Name:
|
Na
Jin
|
|
|
Title:
|
Chief
Financial Officer (Principal Financial and 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.
|
|
|
|
|
|
|
/s/
Na Jin
|
|
Director, Chief
Executive Officer and Chief Financial Officer
|
|
May
7, 2019
|
|
Na Jin
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
|
|
/s/
Dongzhi Zhang
|
|
Chairman of the Board
|
|
May
7, 2019
|
|
Dongzhi Zhang
|
|
|
|
|
|
|
|
|
|
|
|
/s/
Jiannan Wu
|
|
Director
|
|
May
7, 2019
|
|
Jiannan Wu
|
|
|
|
|
|
|
|
|
|
|
JIALIJIA
GROUP CORPORATION LIMITED
(FORMERLY
KNOWN AS RIZZEN, INC.)
FINANCIAL
STATEMENTS
FOR
THE YEARS ENDED JANUARY 31, 2019 AND 2018
TABLE
OF CONTENTS
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the Board of Directors and
Stockholders of Jialijia Group Corporation Limited (formerly Rizzen Inc.)
Opinion
on the Financial Statements
We
have audited the accompanying balance sheet of Jialijia Group Corporation Limited (the “Company”) as of January 31, 2019, and the
related statement of operations, stockholders’ deficit, and cash flows for the year ended January 31, 2019, and the related
notes (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 year 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 audit. 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 audit 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. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial
reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, 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.
Our
audit 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 audit 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 audit provide a reasonable basis for our opinion.
Consideration
of the Company’s Ability to Continue as a Going Concern
The
accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note
2 to the financial statements, the Company has not yet established an ongoing source of revenues sufficient to cover its operating
costs, which raises substantial doubt about its ability to continue as a going concern. The financial statements do not
include any adjustment that might result from the outcome of this uncertainty.
/s/
KCCW
Accountancy Corp
KCCW
Accountancy Corp
We
have served as the Company’s auditor since 2019.
Diamond
Bar, CA
May
7, 2019
802
N Washington
Spokane, WA 99201
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the Board of Directors and Stockholders of Rizzen Inc.
Opinion
on the Financial Statements
We
have audited the accompanying balance sheets of Rizzen Inc. (the Company) as of January 31, 2018, and the related statements of
operations, stockholders’ equity, and cash flows for the year then ended, and the related notes (collectively referred to
as the financ
i
al statements). In our opinion, the financial statements present fairly,
in all material respects, the financial position of the Company as of January 31, 2018, and the results of its operations and
its cash flows for
t
he year ended January 31, 2018, in conformity with accounting
principles generally accepted in the United States of America.
Consideration
of the Company’s Ability to Continue as a Going Concern
The
accompanying financial statements have b
e
en prepared assuming the Company will continue
as a going concern. As discussed in Note 2 to the fin
a
ncial statements, the
C
ompany
has n
o
t yet established an ongoing source of revenues sufficient to cover its operating
costs, which raises substantial doubt about its ability to continue as a going concern. The financial statements do not include
any adjustment that might result from the outcome of this uncertainty.
Basis
for Opinion
These
financial statements are the res
p
onsibility of the Company’s management. Our
responsibility is to express an opinion on the Company’s financi
a
l statements
based on our audit. We are a public accounting firm register
e
d with the Public Company
Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in acc
o
rdance
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 audit in accordance with the standards of the PCAOB. Those s
t
andards
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
.
The Compan
y
is
not require
d
to have, nor were we engage
d
to
perform, an au
d
it of its internal control over financial reporting. As part of our
audit, we are required to obtain an understanding of internal c
o
ntrol over financial
reporting, b
u
t not for the purpose of expressing an opinion on the effectiveness of
the Company’s internal control over financial reporting. Accordin
g
ly, we express
no such opinion.
Our
audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to
error or fraud, and performing procedur
e
s that respond to those risks. Such procedures
included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit 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 audit provide a reasonable basis for our opinion.
Fruci
& Associates II, PLLC
We
have served as the Company’s auditor since 2017.
Spokane,
WA May 14, 2018
|
JIALIJIA
GROUP CORPORATION LIMITED
|
|
(FORMERLY
KNOWN AS RIZZEN, INC.)
|
|
BALANCE
SHEETS
|
|
|
|
|
|
|
|
|
|
January
31, 2019
|
|
January
31, 2018
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
assets:
|
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Prepaid
expenses
|
|
|
10,000
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
current assets
|
|
|
10,000
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Assets
|
|
$
|
10,000
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
& STOCKHOLDERS’ DEFICIT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
liabilities:
|
|
|
|
|
|
|
|
|
|
Accrued
liabilities
|
|
$
|
—
|
|
|
$
|
200
|
|
|
Loan
from related party
|
|
|
84,115
|
|
|
|
31,132
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
current liabilities
|
|
|
84,115
|
|
|
|
31,332
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Liabilities
|
|
|
84,115
|
|
|
|
31,332
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitments
and Contingencies
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders’
deficit:
|
|
|
|
|
|
|
|
|
|
Common
stock, $.001 par value, 1,000,000,000 shares authorized, 7,285,000 issued and outstanding at January 31, 2019 and 2018
|
|
|
7,285
|
|
|
|
7,285
|
|
|
Additional
paid-in capital
|
|
|
24,415
|
|
|
|
24,415
|
|
|
Accumulated
deficit
|
|
|
(105,815
|
)
|
|
|
(63,032
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Total
stockholders’ deficit
|
|
|
(74,115
|
)
|
|
|
(31,332
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Total
Liabilities & Stockholders’ Deficit
|
|
$
|
10,000
|
|
|
$
|
—
|
|
The
accompanying notes are an integral part of these financial statements.
|
JIALIJIA
GROUP CORPORATION LIMITED
|
|
(FORMERLY
KNOWN AS RIZZEN, INC.)
|
|
STATEMENTS
OF OPERATIONS
|
|
|
|
|
|
For
the Years Ended January 31,
|
|
|
|
2019
|
|
2018
|
|
|
|
|
|
|
|
Revenue
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Cost
of goods sold
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross
profit
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
Expenses:
|
|
|
|
|
|
|
|
|
|
General
and administrative expenses
|
|
|
42,783
|
|
|
|
30,567
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
operating expenses
|
|
|
42,783
|
|
|
|
30,567
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss
from operations
|
|
|
(42,783
|
)
|
|
|
(30,567
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Provision
for income taxes
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss
|
|
$
|
(42,783
|
)
|
|
$
|
(30,567
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per common
share:
|
|
|
|
|
|
|
|
|
|
Basic
and diluted
|
|
$
|
(0.01
|
)
|
|
$
|
(0.00
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average
common shares outstanding:
|
|
|
|
|
|
|
|
|
|
Basic
and diluted
|
|
|
7,285,000
|
|
|
|
7,285,000
|
|
The
accompanying notes are an integral part of these financial statements.
|
JIALIJIA
GROUP CORPORATION LIMITED
|
|
(FORMERLY
KNOWN AS RIZZEN, INC.)
|
|
STATEMENTS
OF STOCKHOLDERS' DEFICIT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
Stock
|
|
Additional
|
|
Accumulated
|
|
Total
|
|
|
|
Shares
|
|
Amount
|
|
Paid
in Capital
|
|
Deficit
|
|
Stockholders'
Deficit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 31,
2017
|
|
|
7,285,000
|
|
|
$
|
7,285
|
|
|
$
|
24,415
|
|
|
$
|
(32,465
|
)
|
|
$
|
(765
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(30,567
|
)
|
|
|
(30,567
|
)
|
|
Balance at January 31, 2018
|
|
|
7,285,000
|
|
|
$
|
7,285
|
|
|
$
|
24,415
|
|
|
$
|
(63,032
|
)
|
|
$
|
(31,332
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(42,783
|
)
|
|
|
(42,783
|
)
|
|
Balance at January 31, 2019
|
|
|
7,285,000
|
|
|
$
|
7,285
|
|
|
$
|
24,415
|
|
|
$
|
(105,815
|
)
|
|
$
|
(74,115
|
)
|
The
accompanying notes are an integral part of these financial statements.
|
JIALIJIA
GROUP CORPORATION LIMITED
|
|
(FORMERLY
KNOWN AS RIZZEN, INC.)
|
|
STATEMENTS
OF CASH FLOWS
|
|
|
|
|
|
|
|
|
|
For
the Years Ended January 31,
|
|
|
|
2019
|
|
2018
|
|
|
|
|
|
|
|
CASH FLOWS FROM OPERATING
ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(42,783
|
)
|
|
$
|
(30,567
|
)
|
|
Changes in operating
assets and liabilities:
|
|
|
|
|
|
|
|
|
|
Prepaid
expenses
|
|
|
(10,000
|
)
|
|
|
—
|
|
|
Accrued
liabilities
|
|
|
(200
|
)
|
|
|
(565
|
)
|
|
Net
cash used in operating activities
|
|
|
(52,983
|
)
|
|
|
(31,132
|
)
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING
ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
Proceeds
from loan - related party
|
|
|
52,983
|
|
|
|
31,132
|
|
|
Net
cash provided by financing activities
|
|
|
52,983
|
|
|
|
31,132
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease)
in cash and cash equivalents
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
at beginning of period
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash
equivalents at end of period
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL DISCLOSURE
OF CASH FLOW INFORMATION:
|
|
|
|
|
|
|
|
|
|
Interest
paid
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Income
taxes paid
|
|
$
|
—
|
|
|
$
|
—
|
|
The
accompanying notes are an integral part of these financial statements.
JIALIJIA
GROUP CORPORATION LIMITED
(FORMERLY
KNOWN AS RIZZEN, INC.)
NOTES
TO FINANCIAL STATEMENTS
NOTE
1 - ORGANIZATION AND PRICIPAL ACTIVITIES
Jialijia
Group Corporation Limited (the “Company”), formerly known as Rizzen, Inc., was incorporated as a corporation under
the laws of the State of Nevada on October 21, 2015. The Company is in development stage and is seeking to acquire, through a
merger, capital stock exchange, asset acquisition, stock purchase, reorganization, exchangeable share transaction or other similar
business transactions with one or more operating businesses or assets.
NOTE
2 - GOING CONCERN
The Company’s
financial statements are prepared using generally accepted accounting principles in the United States of America applicable to
a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.
The Company has incurred negative cash flows from operating activities, and continuing net losses and working capital deficits
that raise substantial doubt about its ability to continue as a going concern. The Company's financial statements do not reflect
any adjustments that might result from the outcome of this uncertainty.
In order to
continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plans
to obtain such resources for the Company include obtaining capital from the sale of its equity securities, and loans from stockholders
or other related party(ies) when needed. The Company believes its current and future plans enable it to continue as a going concern.
Management cannot provide assurance that the Company will be successful in accomplishing these plans. These financial statements
do not give effect to any adjustments which would be necessary should the Company be unable to continue as a going concern and
therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts
which may differ from those in the accompanying financial statements.
NOTE
3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis
of Presentation
The
Company maintains its general ledger and journals with the accrual method of accounting for financial reporting purposes. The
accompanying financial statements have been prepared pursuant to the rules of the Securities and Exchange Commission (“SEC”)
and in accordance with accounting principles generally accepted in the United States of America (“GAAP”).
Use
of estimates
The
preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements, as well as the reported amounts of revenues and expenses during the reporting periods. Management makes these estimates
using the best information available at the time the estimates are made; however actual results could differ materially from those
estimates.
Cash
and Cash Equivalents
Cash
and cash equivalents include cash and all highly liquid instruments with original maturities of three months or less. As
of January 31, 2019 and 2018, the Company has no cash and cash equivalents.
Income
Taxes
The Company
accounts for income taxes as outlined in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification
(“ASC”) 740, “Income Taxes”. Under the asset and liability method of ASC 740, deferred tax assets and
liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured
using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.
Loss
per Share Calculation
The Company
complies with accounting and disclosure requirements of ASC 260, “Earnings Per Share.” Net loss per common share is
computed by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding for
the period. For the years ended January 31, 2019 and 2018, the Company did not have any dilutive securities and other contracts
that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result,
diluted loss per common share is the same as basic loss per common share for the periods.
Fair
values of financial instruments
ASC
820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price)
in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants
on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable
inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may
be used to measure fair value:
Level
1 – quoted prices in active markets for identical assets or liabilities.
Level
2 – quoted prices for similar assets and liabilities in active markets or inputs that are observable
Level
3 – inputs that are unobservable
There were no
assets or liabilities measured at fair value on a recurring basis subject to the disclosure requirements of ASC 820 as of January
31, 2019 and 2018.
Recent
Accounting Pronouncements
In December
2017, the Securities and Exchange Commission issued Staff Accounting Bulletin (“SAB”) No. 118 (as further clarified
by FASB ASU 2018-05, Income Taxes (Topic 740): “Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No.
118”) to provide guidance for companies that may not have completed their accounting for the income tax effects of the Tax
Cut and Jobs Act (“Tax Act”) in the period of enactment, which is the period that includes December 22, 2017. SAB
No. 118 provides for a provisional one-year measurement period for entities to finalize their accounting for certain income tax
effects related to the Tax Act. SAB No. 118 provides guidance where: (i) the accounting for the income tax effect of the Tax Act
is complete and reported in the Tax Act’s enactment period, (ii) the accounting for the income tax effect of the Tax Act
is incomplete and reported as provisional amounts based on reasonable estimates (to the extent determinable) subject to adjustments
during a limited measurement period until complete, and (iii) accounting for the income tax effect of the Tax Act is not reasonably
estimable (no related provisional amounts are reported in the enactment period) and entities would continue to apply accounting
based on tax law provisions in effect prior to the Tax Act enactment until provisional amounts are reasonably estimable. SAB No.
118 requires disclosure of the reasons for incomplete accounting additional information or analysis needed, among other relevant
information. The Company adopted this pronouncement as of January 1, 2018, and it did not have a material impact on the financial
statements.
In August 2018,
the FASB issued ASU 2018-13, Fair Value Measurement (“Topic 820”): Disclosure Framework - Changes to the Disclosure
Requirements for Fair Value Measurement (“ASU 2018-13”). The ASU modifies the disclosure requirements in Topic 820,
Fair Value Measurement, by removing certain disclosure requirements related to the fair value hierarchy, modifying existing disclosure
requirements related to measurement uncertainty and adding new disclosure requirements, such as disclosing the changes in unrealized
gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the
end of the reporting period and disclosing the range and weighted average of significant unobservable inputs used to develop Level
3 fair value measurements. This ASU is effective for public companies for annual reporting periods and interim periods within
those annual periods beginning after December 15, 2019. The Company is currently evaluating the effect, if any, that the ASU 2018-13
will have on its financial statements.
NOTE
4 – PREPAID EXPENSES
As
of January 31, 2019 and 2018, the Company had $10,000 and $0 in prepaid expenses, respectively, which consisted of prepaid professional
service charges.
NOTE
5 - ACCRUED LIABILITIES
As
of January 31, 2019 and 2018, the Company had $0 and $200 in accrued liabilities, respectively, which consisted of accrued professional
service charges.
NOTE
6 - INCOME TAX
On December
22, 2017, the United States signed into law the Tax Cuts and Jobs Act (the “Act”), a tax reform bill which, among
other items, reduces the current federal income tax rate from 35% to 21%. Beginning January 1, 2018, the lower tax rate of 21%
will be used to calculate the amount of any federal income tax due on taxable income earned the year ended January 31, 2018 and
the years going forward.
The Company
accounts for income taxes in accordance with FASB Codification Topic 740-10-25, Accounting for Uncertainty in Income Taxes, which
requires the use of an asset and liability approach in accounting for income taxes. Under this approach, deferred tax assets
and liabilities are measured based on differences between financial reporting and tax bases of assets and liabilities measured
using enacted tax rates and laws that are expected to be in effect when differences are expected to reverse.
As of January
31, 2019, we had a net operating loss carry-forward of $105,815 and a deferred tax asset of approximately $22,221 using the
statutory rate of 21%. The deferred tax asset may be recognized in future periods, but not exceeding 20 years. However, the
Company has provided a full valuation allowance on the deferred tax assets because of the uncertainty regarding its realizability.
In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion
or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon future
generation of taxable income during the periods in which temporary differences representing net future deductible amounts become
deductible. After consideration of all the information available, Management believes that significant uncertainty exists with
respect to future realization of the deferred tax assets and has therefore established a full valuation allowance.
The significant
component of deferred income tax assets as of January 31, 2019 and 2018 is as follows:
|
|
|
January
31,
2019
|
|
January
31,
2018
|
|
|
|
|
|
|
|
Net operating
loss carry-forward
|
|
$
|
22,221
|
|
|
$
|
13,237
|
|
|
Valuation
allowance
|
|
|
(22,221
|
)
|
|
|
(13,237
|
)
|
|
Net
deferred tax asset
|
|
$
|
—
|
|
|
$
|
—
|
|
The difference
between the effective rate reflected in the provision for income taxes on loss before taxes and the amounts determined by applying
the applicable statutory U.S. tax rate are analyzed below:
|
|
|
For
the Years Ended
January
31,
|
|
|
|
2019
|
|
2018
|
|
Statutory
tax benefit
|
|
|
(21
|
)%
|
|
|
(21
|
)%
|
|
Change in deferred
tax asset valuation allowance
|
|
|
21
|
%
|
|
|
21
|
%
|
|
Provision
for income taxes
|
|
|
—
|
%
|
|
|
—
|
%
|
NOTE
7 – RELATED PARTY TRANSACTIONS
In
support of the Company’s nominal operation and cash requirements, the Company relies on advances from related parties until
when the Company can support its operations or attain adequate financing through sales of its equity or traditional debt financing.
There is no formal written commitment for continued support by officers, directors, or shareholders. The advances from related
party represent the amounts paid by related party on behalf of the Company in satisfaction of liabilities. The advances are considered
temporary in nature and have not been formalized by a promissory note.
During
the year ended January 31, 2019, the Company’s officer advanced $52,983 for operating expenses. The balances of the loan
from related party as of January 31, 2019 and 2018 were $84,115 and $31,132, respectively. The loan is non-interest bearing, payable
on demand and unsecured.
NOTE
8 – MATERIAL CONTRACTS/AGREEMENTS
On December
15, 2018, the Company entered into an asset reorganization agreement (the “Original Reorganization Agreement”) with
Shenzhen Wenchuan Industrial Corporation, Ltd. (“Shenzhen Wenchuan”) and Hunan Rucheng Wenchuan Gas Corporation, Ltd.
(“Hunan Rucheng”), which was amended by an amendment (the “Amendment”) entered into by both parties on
January 9, 2019 (together, the “Reorganization Agreement (As Amended)”), pursuant to which, among other matters, and
subject to the satisfaction of the conditions set forth in the Reorganization Agreement (As Amended), the Company shall purchase
70% of the equity capital of each of Shenzhen Wenchuan and Hunan Rucheng by paying to Shenzhen Wenchuan and Hunan Rucheng in the
aggregate RMB 12,000,000 (approximately $1,789,149) in cash and 24,340,000 shares of the Company’s common stock. Shenzhen
Wenchuan is the wholly owned parent of Hunan Rucheng. The respective boards of directors of the Company and Wenchuan have each
unanimously approved the Original Reorganization Agreement and the Amendment.
As of the date
of this report, the transactions underlying the Cooperation Agreement and the Reorganization Agreements (As Amended) have not
been consummated, as certain closing conditions have not been satisfied. Therefore, the Company has not recognized any acquisition
transactions for the year ended January 31, 2019.
NOTE
9 – SUBSEQUENT EVENTS
Management has
evaluated subsequent events through the date which the financial statements were available to be issued. All subsequent events
requiring recognition as of January 31, 2019 have been incorporated into these financial statements and there are no subsequent
events that require disclosure in accordance with FASB ASC Topic 855, “Subsequent Events.”
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