NOTES
TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
The
summary of significant accounting policies are 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, 2017 included in the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission.
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 months ended April 30, 2018
are not necessarily indicative of the results that may be expected for the year ending January 31, 2019.
1.
|
DESCRIPTION
OF BUSINESS AND HISTORY
|
Description
of business. 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 the Republic of 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.
2.
|
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
|
|
(a)
|
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 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 months ended April 30,
2018 and 2017
|
(b)
|
Net
loss per common share
|
The
Company complies with accounting and disclosure requirements of FASB 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 April 30, 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 period.
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.
|
(d)
|
Recently
issued or adopted standards
|
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.
As
of April 30, 2018, and January 31, 2018 the Company had $0 and $200 in accrued liabilitiesss, respectively.
The
Company accounts for income taxes under SFAS No. 109 (now contained in 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 April
30, 2018, we had a net operating loss carry-forward of approximately $(69,007) and a deferred tax asset of approximately $14,492 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 $(14,492) 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 April 30, 2018, the Company had not taken any tax positions that would require
disclosure under FASB ASC 740.
|
|
April 30, 2018
|
|
January 31, 2018
|
Deferred Tax Asset
|
|
$
|
14,492
|
|
|
$
|
13,237
|
|
Valuation Allowance
|
|
|
(14,492
|
)
|
|
|
(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 JLJ 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.
5.
|
GOING
CONCERN AND CAPITAL RESOURCES
|
The
Company does not currently engage in any business activities that provide cash flow. During tshe 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 April 30, 2018, the Company had an accumulated deficit of $69,007. 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.
The
Company has 1,000,000,000 shares of common stock authorized with a par value of $0.001 per share.
As of April 30,
2018, the Company had 7,285,000 shares issued and outstanding.
There were no common stock transactions during the year ending January
31, 2018 and the three months ending April 30, 2018.
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, directors, 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 period ending April 30, 2018 the company’s officers advanced $6,175 for operating expenses. As of April 30, 2018 the
outstanding amount owed was $37,307.
Subsequently
the company increased the authorized number of common shares from 75,000,000 to 1,000,000,000.
In
accordance with ASC 855, the Company has analyzed its operations subsequent to April 30, 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 results.