The
accompanying notes to the unaudited condensed financial statements are an integral part of these statements.
The
accompanying notes to the unaudited condensed financial statements are an integral part of these statements.
NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
The
summary of significant accounting policies is presented to assist in the understanding of the Company's financial statements.
The financial statements and notes are representations of the Company's management, who is responsible for their integrity and
objectivity.
The
Company follows the accounting guidance outlined in the Financial Accounting Standards Board Codification guidelines. The accompanying
unaudited interim condensed financial statements have been prepared in accordance with generally accepted principles for interim
financial information and with the instruction to Form 10-Q of Regulation S-K. They may not include all information and footnotes
required by United States generally accepted accounting principles for complete financial statements. However, except as disclosed
herein, there have been no material changes in the information disclosed in the notes to the financial statements for the year
ended January 31, 2018 included in the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission
(“SEC”).
The
interim unaudited financial statements should be read in conjunction with those financial statements included in the Form 10-K.
In the opinion of Management, all adjustments considered necessary for a fair presentation, which unless otherwise disclosed herein,
consisting primarily of normal recurring adjustments, have been made. Operating results for the three and nine months ended October
31, 2018 are not necessarily indicative of the results that may be expected for the year ending January 31, 2019.
NOTE
1 – Description of Business and History
Jialijia
Group Corporation Limited formerly known as Rizzen, Inc, (the “Company”) was incorporated under the laws of the State
of Nevada on October 21, 2015 and has been inactive since our change in control reported on Form 8k filed December 30, 2016. We
are a Shell company. Our prior business model was to provide vending and shipping services of electronic toys of various kinds
manufactured in China and to distribute electronic kids toys of various price categories to both small and medium-sized vendors.
We intended on selling, importing, and marketing our business to European and North American markets.
Following
the change of control, the Company is 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.
NOTE
2 - 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
financial statements and notes are representations of management. Accounting policies adopted by the Company conform to generally
accepted accounting principles in the United States of America (“U.S. GAAP”) and have been consistently applied in
the presentation of financial statements. The accompanying financial statements are presented in U.S. dollars in conformity with
accounting principles generally accepted in the United States of America and pursuant to the rules and regulations of the SEC.
Management believes that all adjustments have been made for the three and nine months ended October 31, 2018 and 2017.
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 and 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.
Loss
per Share Calculation
The
Company complies with accounting and disclosure requirements of Financial Accounting Standards Board (“FASB”) Accounting
Standards Codification (“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. At October
31, 2018 and 2017, 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.
Recent
Accounting Pronouncements
The
Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s
results of operations, financial position or cash flow.
NOTE
3 – Accrued Liabilities
At
October 31, 2018, and January
31, 2018 the Company
had $2,750 and $200 in accrued liabilities, respectively, which consisted of accrued professional service charges.
NOTE
4 – Income Taxes
The
Company accounts for income taxes using the asset/liability method prescribed by FASB Codification Topic 740-10-25, Accounting
for Uncertainty in Income Taxes, which requires the asset and liability approach to accounting for income taxes. Under this
method, 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 October 31, 2018, we had a net operating loss carry-forward of $(84,965) and a deferred tax asset of approximately $17,843 using
the statutory rate of 21%. The deferred tax asset may be recognized in future periods, not to exceed 20 years. However,
due to the uncertainty of future events, we have booked valuation allowance of $(17,843). FASB ASC 740 prescribes recognition
threshold and measurement attributes for the financial statement recognition and measurement of a tax position taken or expected
to be taken in a tax return. FASB ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting
in interim periods, disclosure and transition. At October 31, 2018, the Company had not taken any tax positions that would require
disclosure under FASB ASC 740.
|
|
October 31, 2018
|
|
January 31, 2018
|
Deferred Tax Asset
|
|
$
|
17,843
|
|
|
$
|
13,237
|
|
Valuation Allowance
|
|
|
(17,843
|
)
|
|
|
(13,237
|
)
|
Deferred Tax Asset (Net)
|
|
$
|
—
|
|
|
$
|
—
|
|
On
December 28, 2016, the controlling shareholders of Rizzen Inc. (the “Company”), Alexander Deshin and Shuisheng Zhu
sold to Jialijia Group Corporation Limited, a Hong Kong registered corporation, (“JLJ”) 6 million shares of the
Company’s restricted common stock which had previously been issued to Mr. Zhu and Mr. Deshin. The sale was the result of
a privately negotiated transaction without the use of public dissemination of promotional or sales materials. The buyer represented
that it was an accredited investor and as such could bear the risk of such investment for an indefinite period of time and to
afford a complete loss thereof.
This
resulted in a change in control. We are in the process of analyzing the effect on the deferred tax asset and the numbers above
may change as a result, however the Deferred Tax Asset (net) will remain unchanged.
The
Company files an income tax return in the U.S. federal jurisdiction and may file income tax returns in various U.S. states and
foreign jurisdictions. Generally, the Company is subject to income tax examinations by major taxing authorities since inception.
NOTE
5 – Going Concern and Capital Resources
The
Company does not currently engage in any business activities that provide cash flow. During the next 12 months, we anticipate
incurring costs related to:
|
•
|
filing
of Exchange Act reports,
|
|
•
|
payment
of annual corporate fees, and
|
|
•
|
investigating,
analyzing and consummating an acquisition.
|
As
of October 31, 2018, the Company
had an accumulated
deficit of $84,965. Management anticipates that fees associated with filing of Exchange Act reports including accounting fees
and legal fees and payment of annual corporate fees will not exceed $75,000 within next 12 months. We do not currently intend
to retain any entity to act as a "finder" to identify and analyze the merits of potential target businesses. Management
intends to search for
a business combination by contacting various sources including, but not limited
to, our affiliates, lenders, investment banking firms, private equity funds, consultants and attorneys and does not plan to conduct
a complete and exhaustive investigation and analysis of a business opportunity. Management decisions, therefore, will likely be
made without detailed feasibility studies, independent analysis, market surveys and the like which, if we had more funds, would
be desirable. If the management can find a suitable target company, we will have to budget for additional fees relating to the
investigation into the target company (including due diligence and possibly visiting the facilities) and consummating the reverse
merger, which may cost between $125,000 to $150,000. We expect that the expenses for the next 12 months and beyond such time will
be paid with amounts that may be loaned to or invested in us by our stockholders, management or other investors. Since we have
minimal assets and will continue to incur losses due to the expenses associated with being a reporting company under the Exchange
Act, we may cease business operations if we do not timely consummate a business combination.
Currently,
our ability to continue as a going concern is dependent upon our ability to generate future profitable operations and/or to obtain
the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come
due. Our ability to continue as a going concern is also dependent upon our ability to find a suitable target company and enter
into a possible reverse merger with such company. Management’s plan includes obtaining additional funds by equity financing
through a reverse merger transaction and/or related party advances. However, there is no assurance of additional funding being
available, which raises substantial doubt about the company’s ability to continue as a going concern.
NOTE
6 – Capital Stock
The
Company has 1,000,000,000 shares of common stock authorized with a par value of $0.001 per share.
As
of October 31, 2018 and January 31, 2018, the Company had 7,285,000 shares issued and outstanding.
There
were no common stock transactions during the nine months ended October 31, 2018.
NOTE
7 – Related Party Transactions
In
support of the Company’s efforts and cash requirements, it may rely on advances from related parties until such time that
the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing.
There is no formal written commitment for continued support by officers or shareholders. Amounts represent advances or amounts
paid in satisfaction of liabilities. The advances are considered temporary in nature and have not been formalized by a promissory
note.
During
the nine months ended October 31, 2018 the company’s officers advanced $19,383 for operating expenses. The outstanding amount
owed was $50,515 and $31,132 as of October 31, 2018 and January 31, 2018, respectively.
NOTE
8 – Subsequent Events
In
accordance with ASC 855, the Company has analyzed its operations subsequent to October 31, 2018 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.
Special
Note Regarding Forward-Looking Statements
The
following discussion should be read in conjunction with our financial statements, which are included elsewhere in this Form 10-Q
(the “Report”). This Report contains forward-looking statements which relate to future events or our future financial
performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,”
“expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,”
“potential” or “continue” or the negative of these terms or other comparable terminology. These statements
are only predictions and involve known and unknown risks, uncertainties, and other factors that may cause our or our industry’s
actual results, levels of activity, performance or achievements to be materially different from any future results, levels of
activity, performance or achievements expressed or implied by these forward-looking statements. While these forward-looking statements,
and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction
of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions
or other future performance suggested herein. Except as required by applicable law, including the securities laws of the United
States, we do not intend to update any of the forward-looking statements to conform these statements to actual result.