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Form 10-K Jialijia Group Corp Ltd For: Dec 31

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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 December 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)

 

Nevada   35-2544765
(State or Other Jurisdiction of   (I.R.S. Employer
Incorporation or Organization)   Identification No.)

 

Room 402, Unit B, Building 5,Guanghua Community,

Guanghua Road, Tianning District,

Changzhou, Jiangsu, China

  N/A
(Address of Principal Executive Offices)   (Zip Code)

 

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.

 

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

 

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

 

Common
Stock
  Outstanding
at April 9, 2021
Common Stock, $.001 par value per share   647,705 shares

 

The aggregate market value of the 64,293 shares
of Common Stock of the registrant held by non-affiliates on June 30, 2019, the last business day of the registrant’s second quarter,
computed by reference to the closing price reported by the Over-the-Counter Bulletin Board on that date is $385,758.  

 

DOCUMENTS INCORPORATED BY REFERENCE: None

 

 

CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS

 

This Annual Report on Form
10-K includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended that are not historical facts, and involve risks and uncertainties that
could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical
facts, included in this Form 10-K including, without limitation, statements in the “Market Overview” and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s market projections, financial
position, business strategy and the plans and objectives of management for future operations, events or developments which the Company
expects or anticipates will or may occur in the future, including such things as future capital expenditures (including the amount and
nature thereof); expansion and growth of the Company’s business and operations; and other such matters are forward-looking statements.
These statements are based on certain assumptions and analyses made by the Company in light of its experience and its perception of historical
trends, current conditions and expected future developments, as well as other factors it believes are appropriate under the circumstances.
However, whether actual results or developments will conform with the Company’s expectations and predictions is subject to a number of
risks and uncertainties, including general economic, market and business conditions; the business opportunities (or lack thereof) that
may be presented to and pursued by the Company; changes in laws or regulation; and other factors, most of which are beyond the control
of the Company.

 

These forward-looking statements
can be identified by the use of predictive, future-tense or forward-looking terminology, such as “believes,” “anticipates,”
“expects,” “estimates,” “plans,” “may,” “will,” or similar terms. These statements appear
in a number of places in this filing and include statements regarding the intent, belief or current expectations of the Company, and its
directors or its officers with respect to, among other things: (i) trends affecting the Company’s financial condition or results of operations
for its limited history; (ii) the Company’s business and growth strategies; and, (iii) the Company’s financing plans. Investors are cautioned
that any such forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties, and
that actual results may differ materially from those projected in the forward-looking statements as a result of various factors. Such
factors that could adversely affect actual results and performance include, but are not limited to, the Company’s limited operating history,
potential fluctuations in quarterly operating results and expenses, government regulation, technological change and competition. For information
identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements,
please refer to the Risk Factors section of the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange
Commission (the “SEC”) on August 30, 2019.

 

Consequently, all of the forward-looking
statements made in this Form 10-K are qualified by these cautionary statements and there can be no assurance that the actual results or
developments anticipated by the Company will be realized or, even if substantially realized, that they will have the expected consequence
to or effects on the Company or its business or operations. The Company assumes no obligations to update any such forward-looking
statements.

 

 

TABLE OF CONTENTS

 

 

 

PART I

 

Item
1. Business.

 

Overview

 

Corporate History and Structure

 

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. On May 16, 2018, our Articles of Incorporation were amended to change our name to Jialijia Group Corporation Limited
and increase the number of authorized shares the corporation from 75,000,000 to 1,000,000,000.

  

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 is our CEO, CFO, Secretary
and a director. 

 

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,

   

On July 10, 2019, the Company
entered into a share purchase/exchange agreement (the “Share Exchange Agreement”) with Huazhongyun Group Co., Limited (“Huazhongyun,”
formerly known as “JLJ Group Corporation Limited”), a company formed under the laws of the Hong Kong Special Administrative
Region, and Na Jin, the sole shareholder of Huazhongyun and the Chief Executive Officer and Chief Financial Officer of the Company. Na
Jin, through Huazhongyun, owned 6,000,000 shares (the “Company Shares”) of the Company, which represented approximately 82{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}
of the shares of the Company’s common stock, issued and outstanding, par value $0.001 per share, as of the date of execution of
the Share Exchange Agreement. Na Jin owned an aggregate of 10,000 ordinary shares of Huazhongyun (“Huazhongyun Shares”), which
constituted all of the issued and outstanding ordinary shares of Huazhongyun. On the date of execution of the Share Exchange Agreement,
Huazhongyun owned all of the equity interests in Jialijia Jixiang Investment (Changzhou) Co., Ltd. (“WFOE”), a wholly-foreign
owned entity formed under the laws of China, which in turn held seventy percent (70{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}) of the outstanding equity interest in Rucheng Wenchuan
Gas Co., Ltd. (the “Rucheng Wenchuan”), a company formed under the laws of China.

 

Pursuant to the Share Exchange
Agreement, on August 29, 2019 (the “Closing Date”), Na Jin sold and transferred all of the Huazhongyun Shares to the Company
in exchange for all of the Company Shares and the Company received all of the outstanding Huazhongyun Shares. As a result, on the Closing
Date, Na Jin directly owned Company Shares representing approximately 48{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} of the issued and outstanding shares of the Company’s
common stock, Huazhongyun became a wholly-owned subsidiary of the Company, and the Company owned 70{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} of the outstanding equity interest
in Rucheng Wenchuan through Huazhongyun and WFOE.

 

From July 22, 2019 to July
29, 2019, the Company entered into a securities subscription agreement (the “Subscription Agreement”) with fifty-four (54)
investors (the “Investors”) who reside outside the United States where the Investors purchased an aggregate of 3,011,483 shares
of the Company’s common stock, par value $0.001 per share, at a price of $0.03 per share. Pursuant to each of the Subscription Agreements,
the Company issued its shares of common stock to each Investor in the respective amounts as set forth in the Subscription Agreement and
received the funds in the corresponding amounts as set forth therein. In addition, on April 20, 2019, Ms. Na Jin, the Chief Executive
Officer of the Company, entered into a Subscription Agreement to purchase 1,000,000 shares of the Company’s common stock at a price
of $0.01 per share, for a total purchase price of $10,000, which purchase was consummated on July 24, 2019.

 

As a result of the consummation
of the above merger on August 29, 2019, we entered into the business of producing and selling gases, such as oxygen and nitrogen, for
industrial and medical purposes in the PRC. In 2020, the COVID-19 pandemic materially and adversely affected economic conditions and our
operating results. As a result, we were unable to obtain the financing necessary to pursue this business.

 

 

Effective July 15, 2020,
we engaged in a one for twenty reverse stock split of our common stock whereby each twenty shares of common stock were reduced into
one share of common stock with fractional shares rounded to one whole share. All descriptions of securities issuances occurring
prior to such reverse stock split are provided on a pre-reverse basis.

 

We are currently a “shell
company” with no meaningful assets or operations other than our efforts to identify and merge with an operating company.

 

Our principal business is
to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. Based on proposed
business activities, we are a “blank check” company. We intend to comply with the periodic reporting requirements of the Exchange
Act for so long as it is subject to those requirements.

  

Our principal business objective
for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with a business rather
than immediate, short-term earnings. We will not restrict its potential candidate target companies to any specific business, industry
or geographical location and, thus, may acquire any type of business. We are in active discussions with an operating company for a potential
business combination. There is no assurance that we will be able to successfully consummate such an acquisition or that following such
acquisition we will be eligible to trade on a national securities exchange, or be quoted on the Over-the-Counter.

  

The analysis of new business
opportunities will be undertaken by or under the supervision of the Company’s officers. We have unrestricted flexibility in seeking,
analyzing and participating in potential business opportunities. In its efforts to analyze potential acquisition targets, we will consider
the following kinds of factors:

 

  Potential for growth, indicated by new technology, anticipated market expansion or new products;

 

  Competitive position as compared to other firms of similar size and experience within the industry segment as well as within the industry as a whole;

 

  Strength and diversity of management, either in place or scheduled for recruitment;

 

  Capital requirements and anticipated availability of required funds from the Registrant, from operations, through the sale of additional securities, through joint ventures or similar arrangements or from other sources;

 

  The extent to which the business opportunity can be advanced;

 

  The accessibility of required management expertise, personnel, raw materials, services, professional assistance and other required items; and

 

  Other relevant factors.

 

In applying the foregoing
criteria, no one of which will be controlling, management will attempt to analyze all factors and circumstances and make a determination
based upon reasonable investigative measures and available data. Potentially available acquisition opportunities may occur in many different
industries, and at various stages of development, all of which will make the task of comparative investigation and analysis of such business
opportunities extremely difficult and complex. We may not discover or adequately evaluate adverse facts about the business to be acquired.
In evaluating a prospective business combination, we will conduct as extensive a due diligence review of potential targets as possible
given the lack of information that may be available regarding private companies, our limited personnel and financial resources.

 

We expect that our due diligence
will encompass, among other things, meetings with the target business’s incumbent management and inspection of its facilities, as
necessary, as well as a review of financial and other information, which is made available to us. This due diligence review will be conducted
either by our management or by unaffiliated third parties we may engage. Our lack of funds and the lack of full-time management will likely
make it impracticable to conduct a complete and exhaustive investigation and analysis of a target business before we consummate a business
combination. Management decisions, therefore, will likely be made without detailed feasibility studies, independent analysis, market surveys
and the like which, if we had more funds available to us, would be desirable. We will be particularly dependent in making decisions upon
information provided by the promoters, owners, sponsors or others associated with the target business seeking our participation.

 

 

The time and costs required
to select and evaluate a target business and to structure and complete a business combination cannot presently be ascertained with any
degree of certainty. Any costs incurred with respect to the indemnification and evaluation of a prospective business combination that
is not ultimately completed will result in a loss to us.

 

Additionally, we are in a
highly competitive market for a small number of business opportunities, which could reduce the likelihood of consummating a successful
business combination. A large number of established and well-financed entities, including small public companies and venture capital firms,
are active in mergers and acquisitions of companies that may be desirable target candidates for us. Nearly all these entities have significantly
greater financial resources, technical expertise and managerial capabilities than we do; consequently, we will be at a competitive disadvantage
in identifying possible business opportunities and successfully completing a business combination. These competitive factors may reduce
the likelihood of our identifying and consummating a successful business combination.

 

Our offices are located at
Room 402, Unit B, Building 5, Guanghua Community, Guanghua Road, Tianning District, Changzhou City, Jiangsu Province, China 213000 and
our telephone number at such address is + (86-519) 8980-1180.

 

The diagram below illustrates
our current corporate structure.

 

 

(1) Huazhongyun Group Co. Limited was formed on November 30, 2010 under the laws of Hong Kong Special Administrative
Region (“Huazhongyun”).
(2) Dajiwanqi Holding (Changzhou) Co., Ltd, f/k/a Jialijia Jixiang Investment (Changzhou) Co., Ltd. (“WFOE”)
is a company incorporated under the laws of the PRC on June 13, 2017.
(3) Rucheng Wenchuan Gas Co., Ltd. (“Rucheng Wenchuan”) was incorporated under the laws of the
People’s Republic of China (the “PRC”) on March 31, 2006.

 

 

Item
1A. Risk Factors.

 

As a smaller reporting company, we are not required
to provide information pursuant to this Item..

 

Item
1B. Unresolved Staff Comments.

 

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

 

Item
2. Properties.

 

Our offices are located at
Room 402, Unit B, Building 5, Guanghua Community, Guanghua Road, Tianning District, Changzhou City, Jiangsu Province, China 213000. The
premises are provided to us free of charge by our Chairman of the Board.

 

Item
3. Legal Proceedings.

 

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.

 

Item
4. Mine Safety Disclosures.

 

Not applicable.

 

 

PART II

 

Item
5. Market for Registrants’ Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 

(a) Market Information

 

Shares of our common stock
are quoted on the OTC Pink under the symbol “RZZN”. As of April __, 2021, the last closing price of our securities was $7.60,
with little to no quoting activity. There is no established public trading market for our securities and a regular trading market may
not develop, or if developed, may not be sustained.

 

The following table sets forth,
for the fiscal quarters indicated, the high and low closing prices for our common stock, as reported on the Pink Sheets. The following
quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

 

Quarterly period   High     Low  
Fiscal year ended December 31, 2020:                
Fourth Quarter   $ 7.60     $ 7.60  
Third Quarter   $ 7.60     $ 7.60  
Second Quarter   $ 7.60     $ 7.60  
First Quarter   $ 14.00     $ 7.60  
Fiscal year ended December 31, 2019:                
Fourth Quarter   $ 14.00     $ 8.520  
Third Quarter   $ 18.00     $ 10.20  
Second Quarter   $ 25.00     $ 6.60  
First Quarter   $ 43.00     $ 8.00  

 

(b) Approximate Number of Holders of Common Stock

 

As of April 9, 2021, there
were approximately 103 shareholders of record of our common stock. Such number does not
include any shareholders holding shares in nominee or “street name”.

 

(c) Dividends

 

Holders of our common stock
are entitled to receive such dividends as may be declared by our board of directors. We paid no dividends during the periods reported
herein, nor do we anticipate paying any dividends in the foreseeable future.

 

(d) Equity Compensation Plan Information

 

None.

 

(e) Recent Sales of Unregistered Securities

 

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.

 

Item
6. Selected Financial Data.

 

Not applicable to smaller reporting
companies.

 

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

 

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. On May 16, 2018, our Articles of Incorporation were amended to change our name to Jialijia Group Corporation Limited
and increase the number of authorized shares the corporation from 75,000,000 to 1,000,000,000.

  

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 is our CEO, CFO, Secretary
and a director. 

 

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,

   

On July 10, 2019, the Company
entered into a share purchase/exchange agreement (the “Share Exchange Agreement”) with Huazhongyun Group Co., Limited (“Huazhongyun,”
formerly known as “JLJ Group Corporation Limited”), a company formed under the laws of the Hong Kong Special Administrative
Region, and Na Jin, the sole shareholder of Huazhongyun and the Chief Executive Officer and Chief Financial Officer of the Company. Na
Jin, through Huazhongyun, owned 6,000,000 shares (the “Company Shares”) of the Company, which represented approximately 82{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}
of the shares of the Company’s common stock, issued and outstanding, par value $0.001 per share, as of the date of execution of
the Share Exchange Agreement. Na Jin owned an aggregate of 10,000 ordinary shares of Huazhongyun (“Huazhongyun Shares”), which
constituted all of the issued and outstanding ordinary shares of Huazhongyun. On the date of execution of the Share Exchange Agreement,
Huazhongyun owned all of the equity interests in Jialijia Jixiang Investment (Changzhou) Co., Ltd. (“WFOE”), a wholly-foreign
owned entity formed under the laws of China, which in turn held seventy percent (70{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}) of the outstanding equity interest in Rucheng Wenchuan
Gas Co., Ltd. (the “Rucheng Wenchuan”), a company formed under the laws of China.

 

Pursuant to the Share Exchange
Agreement, on August 29, 2019 (the “Closing Date”), Na Jin sold and transferred all of the Huazhongyun Shares to the Company
in exchange for all of the Company Shares and the Company received all of the outstanding Huazhongyun Shares. As a result, on the Closing
Date, Na Jin directly owned Company Shares representing approximately 48{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} of the issued and outstanding shares of the Company’s
common stock, Huazhongyun became a wholly-owned subsidiary of the Company, and the Company owned 70{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} of the outstanding equity interest
in Rucheng Wenchuan through Huazhongyun and WFOE.

 

From July 22, 2019 to July
29, 2019, the Company entered into a securities subscription agreement (the “Subscription Agreement”) with fifty-four (54)
investors (the “Investors”) who reside outside the United States where the Investors purchased an aggregate of 3,011,483 shares
of the Company’s common stock, par value $0.001 per share, at a price of $0.03 per share. Pursuant to each of the Subscription Agreements,
the Company issued its shares of common stock to each Investor in the respective amounts as set forth in the Subscription Agreement and
received the funds in the corresponding amounts as set forth therein. In addition, on April 20, 2019, Ms. Na Jin, the Chief Executive
Officer of the Company, entered into a Subscription Agreement to purchase 1,000,000 shares of the Company’s common stock at a price
of $0.01 per share, for a total purchase price of $10,000, which purchase was consummated on July 24, 2019.

 

 

As a result of the consummation
of the above merger on August 29, 2019, we entered into the business of producing and selling gases, such as oxygen and nitrogen, for
industrial and medical purposes in the PRC. In 2020, the COVID-19 pandemic materially and adversely affected economic conditions and our
operating results. As a result, we were unable to obtain the financing necessary to pursue this business.

 

Effective July15, 2020, we
engaged in a one for twenty reverse stock split of our common stock whereby each twenty shares of common stock were reduced into one share
of common stock with fractional shares rounded to one whole share. All descriptions of securities issuances occurring prior to such reverse
stock split are provided on a pre-reverse basis.

 

We are currently a “shell
company” with no meaningful assets or operations other than our efforts to identify and merge with an operating company.

 

Our principal business is
to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. Based on proposed
business activities, we are a “blank check” company. We intend to comply with the periodic reporting requirements of the Exchange
Act for so long as it is subject to those requirements.

 

Results of Operations for the Years Ended December 31, 2019 Compared
to the Year Ended December 31, 2018

 

    For the Years Ended
December 31,
 
    2019     2018  
Net Revenue   $     $  
Total Operating Expenses     4,907,557       29,268  
Net Loss   $ 4,907,557     $ 29,268  

 

Revenues

 

The Company did not commence operations and did
not generate any revenues for the years ended December 31, 2019 and 2018.

 

Operating Expenses

 

Operating expenses for the years ended December
31, 2019, and 2018, were $4,907,557 and $29,268, respectively. Operating expenses for the year ended December 31, 2019, consisted primarily
of goodwill impairment of $3,962,424 arising from the acquisition of Rucheng Wenchuan, general and administrative expenses of $603,336
and fixed asset impairment of $341,797 for plant, machinery and equipment no longer being utilized in production. Operating expenses for
the year ended December 31, 2018, consisted solely of general and administrative expenses of $29,268.

 

Net Loss

 

As a result of the above factors, the Company
incurred a net loss of $4,907,557 and $29,268 for the years ended December 31, 2019 and 2018, respectively.

 

Foreign Currency Translation Gain (Loss)

 

The Company had $28,502 in
foreign currency translation gain during the year ended December 31, 2019 as compared to $44 in foreign currency translation loss during
the year ended December 31, 2018, reflecting a change of $28,546. Such increase in foreign currency translation gain was primarily caused
by the currency exchange rate fluctuation.

 

 

Liquidity and Capital Resources

 

The following summarizes the
key component of our cash flows for the years ended December 31, 2019 and 2018:

 

    For the Years Ended  
    December 31,
2019
    December 31,
2018
 
Net cash used in operating activities   $ (216,088 )   $ (135,303 )
Net cash used in investing activities     (135,935 )      
Net cash provided by financing activities     352,448       135,360  
Net increase in cash and cash equivalents   $ 382     $ 13  

 

Net cash used in operating
activities was $216,088 for the fiscal year ended December 31, 2019, compared to that of $135,303 for the fiscal year ended December 31,
2018. The increase of $80,785 or 59.71{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} of net cash used in operating activities was primarily due to the increase in net loss during
the year ended December 31, 2019, partially offset by the non-cash items including depreciation, fixed assets and goodwill impairment.

 

Net cash used in investing
activities was $135,935 and $0 for the years ended December 31, 2019 and 2018, respectively. Net cash used in December 31, 2019, was attributable
to the acquisition of our operating subsidiary and affiliated entities on August 29, 2019.

 

Net cash provided by financing
activities was $352,448 and $135,360 for fiscal years ended December 31, 2019 and 2018, respectively, representing an increase of $217,088
or 160.38{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}. The increase in net cash provided by financing activities was primarily attributable to advances from officers for working
capital purpose and cash proceeds from sale of common stock.

 

Working Capital:

 

As of December 31, 2019 and 2018, we had cash
and cash equivalent of $395 and $13, respectively. As of December 31, 2019, we have incurred accumulated operating losses of $4,806,088
since inception. As of December 31, 2019 and 2018, we had working capital deficits of $3,088,770 and $171,813, respectively.

   

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. 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 years ended December 31, 2019, and 2018, 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.

 

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.

 

From May 28, 2018 when FRUCI
was engaged, through FRUCI’s resignation on January 15, 2019, neither the Company nor anyone acting on its behalf consulted KCCW
regarding (1) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit
opinion that might be rendered on the Company’s consolidated financial statements, and KCCW did not provide either a written report
or oral advice to the Company that was an important factor considered by the Company in reaching a decision as to any accounting, auditing,
or financial reporting issue, or (2) any matter that was either the subject of a disagreement with FRUCI on accounting principles or practices,
financial statement disclosure or auditing scope or procedures, which, if not resolved to the satisfaction of FRUCI, would have caused
FRUCI to make reference to the matter in their report, or a “reportable event” as described in Item 304(a)(1)(v) of Regulation
S-K of the SEC’s rules and regulations.

 

 

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 December 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 December 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 December 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, as sufficient capital
permits. 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 December 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   38   CEO, CFO, Secretary and director 
Dongzhi Zhang   59   Chairman of the Board
Jiannan Wu   58   General Manager, director
Weixia Hu   50   Chinese Region Chief Representative

 

Ms. Jin, age 38, has been
serving as our Director, CEO, CFO and Secretary 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 59,
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 58, 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 50, 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.

 

Board Committees and Audit Committee Financial Expert

 

We do not currently have a
standing audit, nominating or compensation committee of the board of directors, or any committee performing similar functions. Our board
of directors performs the functions of audit, nominating and compensation committees. As of the date of this report, no member of our
board of directors qualifies as an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K promulgated
under the Securities Act. 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{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} 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 December 31, 2019, our executive officers, directors and greater-than-ten percent stockholders have not complied with Section 16(a)
filing requirements.

 

Code of Ethics

 

We have not yet adopted a
code of ethics that applies to our principal executive officer, principal financial officer principal accounting officer or controller
in light of our Company’s current stage of development. We expect to adopt a code of ethics in the near future.

 

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
certain information concerning the number of shares of our common stock owned beneficially as of April 9, 2021, by: (i) each person (including
any group) known to us to own more than five percent (5{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}) of any class of our voting securities, (ii) each of our directors and each of
our named executive officers (as defined under Item 402(m)(2) of Regulation S-K), and (iii) officers and directors as a group. Unless
otherwise indicated, the shareholders listed possess sole voting and investment power with respect to the shares shown except to the extent
voting power may be shared with a spouse. Unless otherwise indicated, the address for each director and executive officer listed is: c/o
Jialijia Group Corporation Limited, Room 402, Unit B, Building 5, Guanghua Community, Guanghua Road, Tianning District, Changzhou City,
Jiangsu Province, China 213000.

 

    Common Stock Beneficially Owned  
Name and Address of Beneficial Owner   Number of Shares
and Nature of
Beneficial
Ownership
    Percentage of
Total Common
Equity (1)
 
NA Jin (2)     50,000       7.72 {14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}
Dongzhi Zhang            
Jiannan Wu            
Weixia Hu            
                 
All executive officers and directors as a Group (4 persons)     350,000       54.04 {14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}
                 
5{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} or Greater Stockholders:                
JLJ Group Corporation Limited (2)     300,000       46.32 {14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}

 

(1) 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 April 9, 2021. Applicable percentage ownership is based on 647,705 shares of common stock outstanding as of April 9, 2021, and
any shares that such person or persons has the right to acquire within 60 days of April 9, 2021, 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.

 

(2) 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.

 

Transactions with Related Persons

 

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.

 

The related parties of the company with whom transactions
are reported in these consolidated financial statements are as follows:

 

Name of entity or Individual   Relationship with the Company
Shenzhen Wenchuan Gas Co., Ltd.   Mr. Jiannan Wu is the legal representative and president and  of this entity
Rucheng County Minhang Special Gas Co., Ltd   Mr. Jiannan Wu is the legal representative and president of this entity
Jiannan Wu   Major shareholder of Rucheng Wenchuan
Dongzhi Zhang   Chairman of the Board
Na Jin   Shareholder, director, Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”)

 

Due to related parties:

 

    December 31,     December 31,  
    2019     2018  
             
Shenzhen Wenchuan Gas Co., Ltd.   $ 2,446,750     $  
Dongzhi Zhang     414,714       189,115  
Rucheng County Minhang Special Gas Co., Ltd.     49,804        
Na Jin     100,376       88,546  
Jiannan Wu     16,089        
    $ 3,027,733     $ 277,661  

 

 

Due to related parties were non-trade balances
advanced from its related parties for the Company’s purchase of equipment and daily operating expenses. The balances are unsecured,
non-interest bearing, and payable on demand.

 

We have not adopted policies
or procedures for approval of related person transactions but review them on a case-by-case basis. We believe that all related party transactions
were on terms at least as favorable as we would have secured in arm’s-length transactions with third parties. Except as set forth
above, we have not entered into any material transactions with any director, executive officer, and promoter, beneficial owner of five
percent or more of our common stock, or family members of such persons.

 

Director Independence

 

We have not adopted a standard
of independence nor do we have a policy with respect to independence requirements for our board members or that a majority of our board
be comprised of “independent directors.” We will review the independence standard established by the OTC Markets Group in
the future. 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 functions customarily
delegated to an audit committee are performed by our full board of directors. Our board of directors approves in advance, all services
performed by WWC, but have not adopted pre-approval policies or procedures. Our board of directors has considered whether the provision
of non-audit services is compatible with maintaining the principal accountant’s independence, and has approved such services.

 

The following table sets forth
fees billed by our auditors during the last two fiscal years for services rendered for the audit of our annual financial statements and
the review of our quarterly financial statements, services by our auditors that are reasonably related to the performance of the audit
or review of our financial statements and that are not reported as audit fees, services rendered in connection with tax compliance, tax
advice and tax planning, and all other fees for services rendered.

 

    December 31,
2019
    December 31,
2018
 
             
Audit fees   $ 40,000     $ 20,300  
Audit related fees     11,800       6,000  
Tax fees            
All other fees            
Total   $ 51,800     $ 26,300  

 

 

PART IV

 

Item
15. Exhibits, Financial Statement Schedules.

 

The following documents are filed as part of this report:

 

 

Financial Statements are included in Part II, Item 8 of this report.

 

(2) Financial Statement Schedules

 

No financial statement schedules are included because
such schedules are not applicable, are not required, or because required information is included in the financial statements or notes
thereto.

 

 

 

** 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) Incorporated by reference to the exhibits to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on March 3, 2016.
(2) Incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed with the Securities and Exchange Commission on May 25, 2018.
(3) Incorporated by reference to Exhibit 16.1 to Current Report on Form 8-K filed with the Securities and Exchange Commission on January 17, 2019.

 

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: April 26, 2021 Jialijia Group Corporation Limited.
     
  By: /s/ Na Jin
  Name:  Na Jin
  Title: Chief Executive Officer, Chief Financial Officer and Director (Principal Executive and
Financial 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   April 26, 2021
Na Jin   (Principal Executive Officer)    
         
/s/ Dongzhi Zhang   Chairman of the Board   April 26, 2021
Dongzhi Zhang        
         
/s/ Jiannan Wu   Director   April 26, 2021
Jiannan Wu        

 

 

 

REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and Stockholders
of

Jialijia Group Corporation Limited

 

Opinion on the Financial Statements

 

We have audited the accompanying
consolidated balance sheets of Jialijia Group Corporation Limited (the “Company”) as of December 31, 2019 and 2018, the related
consolidated statements of operations and comprehensive income, stockholders’ equity, and cash flows for the years then ended, and
the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated
financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2019 and 2018, and
the results of its operations and its cash flows for the years ended December 31, 2019 and 2018, in conformity with the U.S. generally
accepted accounting principles in the United States of America.

 

Going Concern Uncertainty

 

The accompanying consolidated
financial statements have been prepared assuming that Jialijia Group Corporation Limited will continue as a going concern. As described
in Note 4 to the consolidated financial statements, the Company has had accumulated deficit and is in need of additional capital to sustain
its operations until it can become profitable. These factors raise substantial doubt about the Company’s ability to continue as
a going concern. Management’s plans with regard to these matters are described in Note 4. The accompanying consolidated financial
statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Basis for Opinion

 

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

 

We conducted our audits
in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance
about whether the consolidated 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 audits, 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 audits included performing
procedures to assess the risks of material misstatement of the consolidated 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 consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates
made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits
provide a reasonable basis for our opinion.

 

/s/ KCCW Accountancy Corp.  

 

We have served as the Company’s auditor
since 2019.

Diamond Bar, California

April 23, 2021

 

 

JIALIJIA GROUP CORPORATION LIMITED

CONSOLIDATED BALANCE SHEETS

 

    December 31,     December 31,  
    2019     2018  
             
Assets            
             
Current Assets            
Cash and cash equivalents   $ 395     $ 13  
Advance to suppliers, net           93,079  
Prepaid expenses and other current assets     2,873       12,756  
Total Current Assets     3,268       105,848  
                 
Property, plant, and equipment, net            
                 
Total Assets   $ 3,268     $ 105,848  
                 
Liabilities and Stockholders’ Deficit                
                 
Current Liabilities                
Accrued expenses   $ 61,818     $  
Due to related parties     3,027,733       277,661  
Other current liabilities     2,487        
Total Current Liabilities     3,092,038       277,661  
                 
Total Liabilities     3,092,038       277,661  
                 
Commitments and contingencies                
                 
Equity (Deficit)                
Common stock, $.001 par value, 1,000,000,000 shares authorized, 635,296 and 364,250 shares issued and outstanding at December 31, 2019 and 2018, respectively     635       364  
Additional paid-in capital     2,602,099       38,691  
Subscriptions receivable     (7,821 )      
Treasury stock     (120,000 )     (120,000 )
Accumulated deficit     (4,806,088 )     (90,824 )
Accumulated other comprehensive income (loss)     19,615       (44 )
Total stockholders’ deficit     (2,311,560 )     (171,813 )
Noncontrolling interests     (777,210 )      
Total Deficit     (3,088,770 )     (171,813 )
                 
Total Liabilities and Deficit   $ 3,268     $ 105,848  

 

The accompanying notes are an integral part
of these consolidated financial statements.

 

 

JIALIJIA GROUP CORPORATION LIMITED

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE
LOSS

 

    For the Years Ended  
    December 31,  
    2019     2018  
             
Net revenue   $      –     $  
Cost of revenue            
Gross profit            
                 
General and administrative expenses     603,336       29,268  
Goodwill impairment     3,962,424        
Fixed assets impairment     341,797        
Total operating expense     4,907,557       29,268  
                 
Loss from operations before income taxes     (4,907,557 )     (29,268 )
Provision for income tax            
Net loss     (4,907,557 )     (29,268 )
Net loss attributable to noncontrolling interest     (192,293 )      
Net loss attributable to the Jialijia Group Corporation Ltd.     (4,715,264 )     (29,268 )
Other comprehensive income (loss):                
Foreign currency translation gain (loss)     28,502       (44 )
Comprehensive loss     (4,879,055 )     (29,312 )
Comprehensive loss attributable to noncontrolling interest     (183,450 )      
Comprehensive loss attributable to Jialijia Group Corporation Ltd.   $ (4,695,605 )   $ (29,312 )
                 
Net Loss Per Common Share:                
Net loss per common share – basic and diluted   $ (10.13 )   $ (0.08 )
                 
Weighted average shares outstanding:                
Basic and diluted     484,233       364,250  

 

The accompanying notes are an integral part
of these consolidated financial statement.

 

 

JIALIJIA GROUP CORPORATION LIMITED

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’
DEFICIT

 

    Common Stock     Additional
Paid-in
    Subscriptions     Treasury     Accumulated     Accumulated
Other
Comprehensive
    Non-controlling     Total  
    Shares     Amount     Capital     Receivable     Stock     Deficit     Income (Loss)     interest     Deficit  
Balance at December 31, 2017     364,250     $ 364     $ 38,691     $          –     $ (120,000 )   $ (61,556 )   $        –     $        –     $ (142,501 )
Foreign currency translation                                         (44 )           (44 )
Net loss                                   (29,268 )                 (29,268 )
Balance at December 31, 2018     364,250       364       38,691             (120,000 )     (90,824 )     (44 )           (171,813 )
Effect of restructuring                 2,431,000                               (593,760 )     1,837,240  
Sale of common stock     271,046       271       132,408       (7,821 )                             124,858  
Foreign currency translation                                         19,659       8,843       28,502  
Net loss                                   (4,715,264 )           (192,293 )     (4,907,557 )
Balance at December 31, 2019     635,296     $ 635     $ 2,602,099     $ (7,821 )   $ (120,000 )   $ (4,806,088 )   $ 19,615     $ (777,210 )   $ (3,088,770 )

 

The accompanying notes are an integral part
of these consolidated financial statement.

 

 

JIALIJIA GROUP CORPORATION LIMITED

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

    For the Year Ended  
    December 31,  
    2019     2018  
CASH FLOWS FROM OPERATING ACTIVITIES            
Net loss   $ (4,907,557 )   $ (29,268 )
Depreciation     148,290        
Fixed assets impairment     341,797        
Goodwill impairment     3,962,424        
Bad debt     193,969        
Adjustments to reconcile net loss to net cash provided by operating activities:                
Advance to supplier           (93,079 )
Prepaid expenses and other current assets     12,748       (12,756 )
Accrued expenses and other liabilities     32,241       (200 )
Net cash used in operating activities     (216,088 )     (135,303 )
                 
CASH FLOWS FROM INVESTING ACTIVITIES:                
Acquisition of subsidiary equity interest, net of cash acquired     (135,935 )      
Net cash used in investing activities     (135,935 )      
                 
CASH FLOWS FROM FINANCING ACTIVITIES                
Net proceeds from loans from related parties     231,058       128,005  
Capital contribution           7,355  
Cash proceeds from issuing new shares     121,390        
Net cash provided by financing activities     352,448       135,360  
                 
EFFECT OF EXCHANGE RATE CHANGE ON CASH AND CASH EQUIVALENTS     (43 )     (44 )
                 
NET INCREASE(DECREASE) IN CASH & CASH EQUIVALENTS     382       13  
                 
CASH & CASH EQUIVALENTS, BEGINNING BALANCE     13        
CASH & CASH EQUIVALENTS, ENDING BALANCE   $ 395     $ 13  
                 
SUPPLEMENTAL DISCLOSURES:                
Income tax paid   $     $  
Interest paid   $     $  

 

The accompanying notes are an integral part
of these consolidated financial statement.

 

 

JIALIJIA GROUP CORPORATION LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

Note 1. Organization and Business

 

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.

 

On July 10, 2019, the Company entered into a share
purchase/exchange agreement (the “Exchange Agreement”) with Huazhongyun Group Co., Limited (“Huazhongyun”), a
company incorporated under the laws of Hong Kong, and Na Jin, the sole shareholder of Huazhongyun (the “Shareholder”) and
the Chief Executive Officer of the Company. Huazhongyun owns 300,000 shares (the “Company Shares”) of the Company, which represented
approximately 82{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} of the shares of the Company’s common stock, issued and outstanding, at the time of execution of the Exchange
Agreement. The Shareholder owns an aggregate of 10,000 ordinary shares of Huazhongyun (“Huazhongyun Shares”), which constitute
all of the issued and outstanding shares of Huazhongyun.

 

Pursuant to the Exchange Agreement, among other
matters, the Shareholder will sell and transfer all of the Huazhongyun Shares in exchange for all of the Company Shares. As a result,
the Shareholder will directly own the Company Shares, which represent approximately 82{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} of the issued and outstanding shares of the Company’s
common stock at the time of execution of the Exchange Agreement and Huazhongyun will become a wholly-owned subsidiary of the Company.

 

Jialijia Jixiang Investment (Changzhou) Co., Ltd,
(“Jialijia (Changzhou)”) is a company incorporated under the laws of the PRC on June 13, 2017. Huazhongyun owned all of the
equity interests in Jialijia Jixiang Investment (Changzhou) Co., Ltd. (“WFOE”), a wholly-foreign owned entity formed under
the laws of China. Rucheng Wenchuan Gas Co., Ltd. (“Rucheng Wenchuan”) was incorporated under the laws of the People’s
Republic of China (the “PRC”) on March 31, 2006.

 

On January 7, 2019, Jialijia (Changzhou) entered
into an equity transfer agreement (the “Equity Transfer”) with Mr. Jiannan Wu, the shareholder who owned 94.77{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} of Rucheng
Wenchuan’s outstanding shares. Pursuant to the Equity Transfer, Mr. Jiannan Wu agreed to transfer 70{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} of his ownership of Rucheng
Wenchuan to Jialijia (Changzhou), in exchange of RMB 1,000,000 and 143,000 common shares of the Company owned by Huazhongyun. Immediately
after the equity transfer agreement, Jialijia (Changzhou) owns 70{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} of the ownership and becomes the controlling shareholder of Rucheng
Wenchuan. Both Huazhongyun and Jialijia (Changzhou) are holding companies and have not carried out substantive business operations of
their own. Rucheng Wenchuan is primarily engaged in the production and sale of gases for industrial and medical purposes, such as oxygen
and nitrogen, in the PRC.

 

Pursuant to the Exchange Agreement, on August
29, 2019 (the “Closing Date”), Na Jin sold and transferred all of the Huazhongyun Shares to the Company in exchange for all
of the Company Shares and the Company received all of the outstanding Huazhongyun Shares. As a result, on the Closing Date, Na Jin directly
owned Company Shares representing approximately 48{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} of the issued and outstanding shares of the Company’s common stock, Huazhongyun
became a wholly-owned subsidiary of the Company and the Company owned 70{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} of the outstanding equity interest in Rucheng Wenchuan through
Huazhongyun and WFOE.

 

The acquisition of Huazhongyun and WFOE is treated
as a reverse merger (the “Reverse Merger”) for accounting purposes. As a result of the consummation of the Reverse Merger
on August 29, 2019, the Company, through its subsidiaries, is engaged in the production and sale of gases for industrial and medical purposes,
such as oxygen and nitrogen, in the PRC. The Company has not commenced its gas production or generated any revenues.

 

Note 2. Basis of Presentation

 

The consolidated balance sheets as of December
31, 2019 and December 31, 2018 and the consolidated statements of income and comprehensive income for the years ended December 31, 2019
and 2018 combine the historical consolidated statements of balance sheets and income and comprehensive income of the Company, Huazhongyun,
Jialijia (Changzhou), and have been prepared as if the Reverse Merger had closed on January 1, 2018. Both the Company, and Huazhongyun
and WFOE are under common control.

 

 

JIALIJIA GROUP CORPORATION LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

The consolidated financial information was prepared
using the acquisition method of accounting in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards
Codification (“ASC”) Topic 805, Business Combinations.

 

The acquisition of Rucheng Wenchuan by Jialijia
(Changzhou) is accounted for under the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”)
Topic 805, Business Combinations (“ASC 805”) with Jialijia (Changzhou) as the acquiring entity. In business combination transactions
in which the consideration given is not in the form of cash (that is, in the form of non-cash assets, liabilities incurred, or equity
interests issued), measurement of the acquisition consideration is based on the fair value of the consideration given or the fair value
of the assets (or net assets) acquired, whichever is more clearly evident and, thus, more reliably measurable.

 

Under ASC 805, all of the Rucheng Wenchuan assets
acquired and liabilities assumed in this business combination are recognized at their acquisition-date fair value. The excess of the acquisition
consideration over the fair value of assets acquired and liabilities assumed, if any, is allocated to goodwill.

 

Note 3. Purchase Price

 

In connection with the acquisition of Rucheng
Wenchuan, Jialijia (Changzhou) entered into an equity transfer agreement (the “Equity Transfer”) with Mr. Jiannan Wu, the
shareholder who owned 94.77{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} of Rucheng Wenchuan’s outstanding shares on January 7, 2019. Pursuant to the Equity Transfer, Mr. Jiannan
Wu agreed to transfer 70{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} of his ownership of Rucheng Wenchuan to Jialijia (Changzhou), in exchange of RMB 1,000,000, approximately $145,983,
and 143,000 common shares of the Company owned by Huazhongyun. Immediately after the equity transfer agreement, Jialijia (Changzhou) owns
70{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} of the ownership and becomes the controlling shareholder of Rucheng Wenchuan.

 

Goodwill as a result of the acquisition of Rucheng
Wenchuan is calculated as follows:

 

Purchase consideration:      
Cash and cash equivalents   $ 145,983  
Common stock (1)     2,431,000  
Total consideration     2,576,983  
Estimated Fair Value of Assets Acquired:        
Cash and cash equivalents   $ 8,822  
Advance to supplier     101,811  
Other current assets     2,909  
Property and equipment     492,413  
Total assets acquired     605,955  
Estimated Fair Value of Liabilities Assumed:        
Due to related parties     2,552,596  
Accrued expenses and other current liabilities     32,560  
Total liabilities assumed     2,585,156  
Total net assets     (1,979,201 )
Noncontrolling interests     (593,760 )
Total net assets acquired     (1,385,441 )
Goodwill as a result of the acquisition   $ 3,962,424  

 

(1) 143,000 shares of the Company’s
common stock to be issued to Mr. Jiannan Wu in connection with the Equity Transfer. Those shares were valued at $17 per share, the closing
share price of the Company on January 7, 2019.

 

During the year ended December 31, 2019, the Company
has recorded goodwill impairment in full amount.

 

 

JIALIJIA GROUP CORPORATION LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

Note 4. Going Concern

 

These consolidated financial statements have been
prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the
normal course of business. As reflected in the Company’s accompanying consolidated financial statements, for the year ended December
31, 2019, the Company had a net loss of $4,907,557. Additionally, the Company had an accumulated deficit of $4,806,088 and working capital
deficit of $3,088,770 as of December 31, 2019, and has not yet generated revenues. The ability of the Company to continue as a going concern
is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. The Company can give no assurances
that any additional capital that it is able to obtain, if any, will be sufficient to meet its needs.

 

If the Company is unable to successfully commence
its business operations in a short period of time, or unable to raise additional capital or secure additional lending, the Company may
need to curtail or cease its operations. The Company believes that these matters raise substantial doubt about the Company’s ability
to continue as a going concern. The accompanying financial statements do not include any adjustments relating to the recoverability and
classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue
as a going concern.

 

In order to continue as a going concern, the Company
will need, among other things, additional capital resources. Management plans to obtain such resources for the Company include obtaining
capital from the sale of its equity, and short-term and long-term borrowings from banks, stockholders or other related party(ies). However,
management cannot provide any assurance that the Company will be successful in accomplishing any of its plans.

 

Note 5. Summary of Significant Accounting Policies

 

Basis of Accounting

 

The financial statements and accompanying notes
are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

 

Principles of consolidation

 

The consolidated financial statements include
the financial statements of Jialijia Group Corporation Limited, Huazhongyun Group Co., Limited, Jialijia Jixiang Investment (Changzhou)
Co., Ltd and its 70{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} owned subsidiary, Rucheng Wenchuan Gas Co., Ltd. All inter-company transactions and balances are eliminated in consolidation.

 

Use of Estimates

 

The preparation of financial statements in conformity
with accounting principles generally accepted in the United States of America 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 amount 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 results.

 

Cash and Cash Equivalents

 

The Company considers all cash on hand and in
banks, certificates of deposit with banks and other highly-liquid investments with maturities of three months or less, when purchased,
to be cash and cash equivalents. There is no insurance securing these deposits in the PRC. The Company has not experienced any losses
in such accounts and believes it is not exposed to any significant risks on its cash in bank accounts.

 

Advances to Suppliers

 

The Company advances funds to certain suppliers
for the purchase of machinery and equipment. Based on management’s evaluation, the Company has reserved allowance for advances to
suppliers in full amount as of December 31, 2019.

 

 

JIALIJIA GROUP CORPORATION LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

Property and Equipment

 

Property and equipment are recorded at cost less
accumulated depreciation. Gains or losses on disposals are reflected as gain or loss in the year of disposal. All ordinary repair and
maintenance costs are expensed as incurred.

 

Depreciation for financial reporting purposes
is provided using the straight-line method over the estimated useful lives of the assets: 

 

    Estimated
Useful
Life
Buildings   20 years
Machinery and equipment   10 years
Office equipment   5 years
Vehicles   5 years

  

Costs incurred in constructing new facilities,
including progress payments and other costs related to construction, are capitalized and transferred to property, plant and equipment
on completion, at which time depreciation commences.

 

Impairment of Long-lived Assets

 

The Company evaluates long-lived assets for impairment
whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated
undiscounted cash flows expected to result from the use and eventual disposition of the assets. Whenever any such impairment exists, an
impairment loss will be recognized for the amount by which the carrying value exceeds the fair value.

 

Assets are grouped and evaluated at the lowest
level for their identifiable cash flows that are largely independent of the cash flows of other groups of assets. The Company considers
historical performance and future estimated results in its evaluation of potential impairment and then compares the carrying amount of
the asset to the future estimated cash flows expected to result from the use of the asset. If the carrying amount of the asset exceeds
estimated expected undiscounted future cash flows, the Company measures the amount of impairment by comparing the carrying amount of the
asset to its fair value. The estimation of fair value is generally measured by discounting expected future cash flows as the rate the
Company utilizes to evaluate potential investments. The Company estimates fair value based on the information available, judgments and
projections are considered necessary. Management reassessed and recorded impairment loss of $341,797 and $0 for the years ended December
31, 2019 and 2018, respectively.

 

Impairment of Goodwill

 

Goodwill represents the excess of the purchase
price over the fair value of net assets acquired in business combinations under the purchase method of accounting. Goodwill is assessed
for impairment annually or if an event occurs or circumstances change that would indicate the carrying amount may be impaired. The impairment
to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. During the year
ended December 31, 2019, the goodwill, in amount of $3,962,424, as a result of the acquisition of Rucheng Wenchuan (see Note 3), was fully
recognized as impairment.

 

Income Taxes

 

The Company accounts for income taxes using an
asset and liability approach which allows for the recognition and measurement of deferred tax assets based upon the likelihood of realization
of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary
differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax
purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before
the Company is able to realize their benefits, or that future deductibility is uncertain.

 

 

JIALIJIA GROUP CORPORATION LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

Under ASC 740, a tax position is recognized as
a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination
being presumed to occur. The evaluation of a tax position is a two-step process. The first step is to determine whether it is more-likely-than-not
that a tax position will be sustained upon examination, including the resolution of any related appeals or litigations based on the technical
merits of that position. The second step is to measure a tax position that meets the more-likely-than-not threshold to determine the amount
of benefit to be recognized in the financial statements. A tax position is measured at the largest amount of benefit that is greater than
50 percent likely of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not recognition
threshold should be recognized in the first subsequent period in which the threshold is met. Previously recognized tax positions that
no longer meet the more-likely-than-not criteria should be de-recognized in the first subsequent financial reporting period in which the
threshold is no longer met. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense
in the year incurred.

 

Foreign Currency Translation

 

The Company uses the United States dollar (“U.S.
dollars”) for financial reporting purposes. The functional currency of the Company and its subsidiaries is the Chinese Yuan or Renminbi
(“RMB”). The Company’s subsidiaries maintain their books and records in their functional currency, being the primary
currency of the economic environment in which their operations are conducted. For the Company and its subsidiaries whose functional currencies
are other than the U.S. dollar, all asset and liability accounts were translated at the exchange rate on the balance sheet date; stockholders’
equity is translated at the historical rates and items in the income statement and cash flow statements are translated at the average
rate in each applicable period. Translation adjustments resulting from this process are included in accumulated other comprehensive income
in the statement of shareholders’ equity. The resulting translation gains and losses that arise from exchange rate fluctuations
on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred.

 

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 (for
example cash flow modeling inputs based on assumptions)

 

The Company’s financial instruments primarily
consist of cash and cash equivalents, other receivables, advances to suppliers, accrued expenses, other payables, and related party borrowings.
As of the balance sheet dates, the estimated fair values of the financial instruments were not materially different from their carrying
values as presented on the balance sheets. This is attributed to the short maturities of the instruments and that interest rates on the
borrowings approximate those that would have been available for loans of similar remaining maturity and risk profile at respective balance
sheet dates.

 

Recent Accounting Pronouncements

 

In December 2019, the FASB issued ASU 2019-12:
Simplifying the Accounting for Income Taxes (Topic 740), which removes certain exceptions to the general principles in Topic 740 and improves
consistent application of and simplifies GAAP for other areas of Topic 740 by clarifying and amending existing guidance. This ASU is effective
for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years, with early adoption permitted. The
Company is evaluating the effect of adopting this new accounting guidance but does not expect adoption will have a material impact on
the Company’s disclosures.

 

 

JIALIJIA GROUP CORPORATION LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

Note 6. Advance to Suppliers

 

The Company had advance to suppliers of $100,549
and $93,079 as of December 31, 2019 and 2018, respectively. Advance to suppliers was made related to the purchase of equipment. Based
on management’s evaluation, the Company has reserved allowance for advances to suppliers in the amount of $100,549 and $0 as of
December 31, 2019 and 2018, respectively.

 

Note 7. Property, Plant, and Equipment, Net

 

Property, plant, and equipment consisted of the following:

 

    December 31,
2019
    December 31,
2018
 
             
Machinery and equipment   $ 1,583,716     $              –  
Buildings     31,494        
      1,615,210        
Less: Accumulated depreciation     (1,175,920 )      
Less: Accumulated impairment     (439,290 )      
Property, plant, and equipment, net   $     $  

 

Depreciation expense for the year ended December 31, 2019 and 2018
were $148,290 and $0, respectively.

 

Note 8. Accrued Expenses

 

Accrued expenses consist of the following:

 

    December 31,     December 31,  
    2019     2018  
Accrued local taxes   $ 41,646     $              –  
Accrued professional fees     20,000        
Other     172        
    $ 61,818     $  

 

Note 9. Income Tax

 

United States

 

The Company was incorporated in the United States
of America and is subject to United States federal taxation. No provisions for income taxes have been made, as there was no taxable income
from U.S. operations for the years ended December 31, 2019 and 2018. The U.S. Tax Cuts and Jobs Act (the “Act”) was enacted
on December 22, 2017. Effective in 2018, the Tax Act reduces the U.S. statutory tax rate from 35{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} to 21{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}.

 

PRC

 

Effective on January 1, 2008, the PRC Enterprise
Income Tax Law, EIT Law, and Implementing Rules impose an unified enterprise income tax rate of 25{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} on all domestic-invested enterprises
and foreign investment enterprises in PRC, unless they qualify under certain limited exceptions. As such, starting from January 1, 2008,
the Company’s subsidiaries in PRC are subject to an enterprise income tax rate of 25{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}. The Company had recorded no income tax provisions
for the years ended December 31, 2019 and 2018.

 

 

JIALIJIA GROUP CORPORATION LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

Provision for income tax expense (benefit) consists
of the following:

 

    For the Years ended
December 31,
 
    2019     2018  
Current        
USA   $             –     $            –  
China            
                 
Deferred                
USA            
China            
                 
Total provision for income tax expense (benefit)   $     $  

 

The following is a reconciliation of the statutory
tax rate to the effective tax rate:

 

    For the Years ended
December 31,
 
    2019     2018  
U.S. statutory tax benefit     (21.0 ){14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}     (21.0 ){14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}
Change in deferred tax asset valuation allowance     21.0 {14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}     21.0 {14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}
PRC statutory tax benefit     (25.0 ){14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}     (25.0 ){14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}
Net permanent differences     25.0 {14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}     25.0 {14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}
Effective income tax rate     0.0 {14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}     0.0 {14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}

 

The Company periodically evaluates the likelihood
of the realization of deferred tax assets, and adjusts the carrying amount of the deferred tax assets by the valuation allowance to the
extent that the future realization of the deferred tax assets is not judged to be more likely than not. The Company considers many factors
when assessing the likelihood of future realization of its deferred tax assets, including its recent cumulative earnings experience by
taxing jurisdiction, expectations of future taxable income or loss, the carryforward periods available to the Company for tax reporting
purposes, and other relevant factors.

 

As of December 31, 2019 and 2018, based on the
weight of available evidence, including cumulative losses in recent years and expectations of future taxable income, the Company determined
that it was more likely than not that its deferred tax assets would not be realized and have a 100{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} valuation allowance associated with
its deferred tax assets. 

 

Note 10. Related Party Transactions and Balances

 

The related parties of the company with whom transactions
are reported in these consolidated financial statements are as follows:

 

Name of entity or Individual   Relationship with the Company
Shenzhen Wenchuan Gas Co., Ltd.   Mr. Jiannan Wu is the legal representative and president of this entity
Rucheng County Minhang Special Gas Co., Ltd   Mr. Jiannan Wu is the legal representative and president of this entity
Jiannan Wu   Major shareholder of Rucheng Wenchuan
Dongzhi Zhang   Chairman of the Board
Na Jin   Shareholder, director, Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”)

 

 

JIALIJIA GROUP CORPORATION LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

Due to related parties:

 

    December 31,     December 31,  
    2019     2018  
             
Shenzhen Wenchuan Gas Co., Ltd.   $ 2,446,750     $  
Dongzhi Zhang     414,714       189,115  
Rucheng County Minhang Special Gas Co., Ltd.     49,804        
Na Jin     100,376       88,546  
Jiannan Wu     16,089        
    $ 3,027,733     $ 277,661  

 

Due to related parties were advances from its
related parties for the Company’s purchase of equipment and daily operating expenses. The balances are unsecured, non-interest bearing,
and payable on demand.

 

Note 11. Equity

 

The Company has authorized 1,000,000,000 shares
of Common Stock at par value of $0.001.

 

On May 28,
2020, by unanimous written consent in lieu of a meeting, the Board adopted resolutions authorizing a one (1)-for-twenty (20) reverse stock
split and on June 24, 2020 filed Articles of Amendment to effect the reverse stock split with the Secretary of State of the State of Nevada.
The reverse stock split becomes effective on June 19, 2020. All share and earnings per share information has been retroactively adjusted
to reflect the reverse stock split.

 

As of December 31, 2019 and 2018, the Company
had 635,296 and 364,250 shares of common stock, issued and outstanding, respectively.

 

On May 15, 2019, the Company issued 40,855 shares
of its common stock at a price per share of $0.4 to nine (9) subscribers. From July 22, 2019 to July 29, 2019, the Company revised the
subscription agreements with the 9 subscribers, which cancelled 739 shares and issued additional 17,321 shares to the 9 subscribers. In
addition, the Company revised the issuance price to $0.6 per share.

In July, 2019, the Company entered into a securities subscription agreement (the “Subscription Agreement”) with each of fifty-four
(54) investors (the “Investors”) who purchased an aggregate of 150,574 shares of the Company’s common stock at a price
of $0.6 per share. Pursuant to each of the Subscription Agreements, the Company issued its shares of common stock to each Investor in
the respective amounts as set forth in the Subscription Agreement.

 

In addition, on July 24, 2019, Ms. Na Jin, the
Chief Executive Officer of the Company, purchased 50,000 shares of the Company’s common stock at a price of $0.2 per share.

 

During the year ended December 31, 2019, the Company
entered into stock subscription agreements with 26 individuals, pursuant to which the Company agreed to issue an aggregate of 13,035 shares
of the Company’s common stock for the purchase price of $0.6 per share. These shares were issued on November 24, 2019 and recorded as
subscriptions receivable as of December 31, 2019.

 

As of December 31, 2019, Huazhongyun owned 300,000
shares of the Company. These shares have been reclassified and recorded as treasury stock at the cost of $0.4 per share, as a result of
the Reverse Merger.

 

Note 12. Subsequent Events

 

On August 7, 2020, Jialijia Jixiang Investment
(Changzhou) Co., Ltd. changed its name to Dajiwanqi Holding (Changzhou) Co., Ltd.

 

On June 30, 2020, the Company entered into stock
subscription agreements with 7 individuals, pursuant to which the Company agreed to issue an aggregate of 12,410 shares of the Company’s
common stock for the purchase price of $0.6 per share. These shares were issued on June 30, 2020.

 

The Company has evaluated subsequent events through
the date which the consolidated financial statements were available to be issued. All subsequent events requiring recognition as of December
31, 2019 have been incorporated into these consolidated financial statements and there are no subsequent events that require disclosure
in accordance with FASB ASC Topic 855, “Subsequent Events.” 

 

 

F-13

 

Exhibit 4.1

 

 

Exhibit 4.2

 

DESCRIPTION OF REGISTRANT’S SECURITIES

 

The following is a summary
description of the material provisions of our capital stock, as well as other material terms of our Articles of Incorporation and Bylaws.  This
description is qualified in its entirety by reference to our Amended Articles of Incorporation and Bylaws, copies of which have been filed
as exhibits to this report, and to the applicable provisions of Nevada corporation law.

 

Common Stock

 

We are authorized, subject
to limitations prescribed by Nevada law, to issue up to 1,000,000,000 shares of common stock with a nominal par value of $0.001.

 

Dividend Rights

 

Subject to preferences that
may apply to shares of preferred stock outstanding at the time, the holders of outstanding shares of our common stock are entitled to
receive dividends out of funds legally available if our board of directors, in its discretion, determines to issue dividends and only
then at the times and in the amounts that our board of directors may determine.

 

Voting Rights

 

Each holder of common stock
is entitled to one vote for each share of common stock held on all matters submitted to a vote of stockholders.  Under our Amended
Articles of Incorporation, stockholders do not have the right to cumulate votes for the election of directors.

 

No Preemptive or Similar Rights

 

Our common stock is not entitled
to preemptive rights and is not subject to conversion, redemption or sinking fund provisions.

 

Right to Receive Liquidation Distributions

 

Upon our dissolution, liquidation
or winding-up, the assets legally available for distribution to our stockholders are distributable ratably among the holders of our common
stock, subject to prior satisfaction of all outstanding debt and liabilities and the preferential rights and payment of liquidation preferences,
if any, on any outstanding shares of preferred stock.

 

Preferred Stock

 

We are not authorized to issue
shares of preferred stock.  We may amend our Amended Articles of Incorporation in the future to allow our board of directors
to authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights
of the holders of the common stock.  The issuance of preferred stock, while providing flexibility in connection with possible acquisitions
and other corporate purposes, could, among other things, have the effect of delaying, deferring or preventing a change in control of our
company and may adversely affect the market price of our common stock and the voting and other rights of the holders of common stock.  We
have no current plan to issue any shares of preferred stock.

 

Anti-takeover Provisions

 

Some of the provisions of
Nevada law and our Bylaws may have the effect of delaying, deferring or discouraging another person from acquiring control of our company
or removing our incumbent officers and directors. These provisions, summarized below, are expected to discourage certain types of coercive
takeover practices and inadequate takeover bids.  These provisions are also designed to encourage persons seeking to acquire
control of us to first negotiate with our board of directors.  We believe that the benefits of increased protection against an unfriendly
or unsolicited proposal to acquire or restructure us outweigh the disadvantages of discouraging such proposals. Among other things, negotiation
of such proposals could result in an improvement of their terms.

 

 

Our Bylaws provide that:

 

  our stockholders may not cumulate votes in the election of directors;
 

no action shall be taken by our stockholders except at an annual
or special meeting of our stockholders called in accordance with our bylaws. Our bylaws provide that special meetings of our stockholders
may be called only by Board of Directors, or by a committee of the Board of Directors that has been designated by the Board of Directors
and whose powers and authority, as expressly provided in a resolution of the Board of Directors, include the power to call such meetings;

  directors can only be removed for cause by holders of at least two-thirds of the shares entitled to vote at an election of directors. This makes it more difficult to change the composition of the Board;
  only our board of directors to fill vacant directorships, including newly created seats. In addition, the number of directors constituting our board of directors is permitted to be set only by a resolution adopted by a majority vote of our entire board of directors. These provisions would prevent a stockholder from increasing the size of our board of directors and then gaining control of our board of directors by filling the resulting vacancies with its own nominees. This makes it more difficult to change the composition of our board of directors but promotes continuity of management;
  we will indemnify directors and officers against losses that they may incur in investigations and legal proceedings resulting from their services to us, which may include services in connection with takeover defense measures; and
  a majority of the authorized number of directors to generally have the power to adopt, amend or repeal our bylaws without stockholder approval.

 

We may also adopt provisions
in the future that will allow:

 

  our board of directors to designate the terms of, and issue a new series of preferred stock with, voting or other rights without stockholder approval; and or

 

These provisions of our Bylaws
may have the effect of delaying, deferring or discouraging another person or entity from acquiring control of us.

 

NRS Sections 78.411 to 78.444
inclusive apply to combinations between resident domestic corporations (defined as a Nevada domestic corporation that has 200 or more
stockholders of record) and certain affiliated stockholders (collectively, the “Interested Shareholder Combination Statutes”).
We may elect to amend our Articles of Incorporation to elect not to be governed by the Interested Shareholder Combination Statutes in
the future. We do not anticipate this amendment to have any immediate effect on the rights of existing stockholders. To the extent that
we qualify as a resident domestic corporation in the future, the Board will be able to enter into acquisitions and combinations with entities
affiliated with its executive officer, directors and control shareholders with greater ease, including without limitation, without the
requirement of obtaining the approval of the stockholders in certain instances.

 

Anti-Takeover Provisions
of the NRS

 

The Nevada Interested Shareholder
Combination Statutes generally prohibit a Nevada corporation, with shares registered under section 12 of the Exchange Act and with 200
or more stockholders of record, from engaging in a combination (defined in the statute to include a variety of transactions, including
mergers, asset sales, issuance of stock and other actions resulting in a financial benefit to the Interested Stockholder) with an Interested
Stockholder (defined in the statute generally as a person that is the beneficial owner of 10{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} or more of the voting power of the outstanding
voting shares), for a period of three years following the date that such person became an Interested Stockholder unless the board of directors
of the corporation first approved either the combination or the transaction that resulted in the stockholder’s becoming an Interested
Stockholder. If this approval is not obtained, the combination may be consummated after the three year period expires if either (a) (1)
the board of directors of the corporation approved the combination or the purchase of the shares by the Interested Stockholder before
the date that the person became an Interested Stockholder, (2) the transaction by which the person became an Interested Stockholder was
approved by the board of directors of the corporation before the person became an interested stockholder, or (3) the combination is approved
by the affirmative vote of holders of a majority of voting power not beneficially owned by the Interested Stockholder at a meeting called
no earlier than three years after the date the Interested Stockholder became such; or (b) the aggregate amount of cash and the market
value of consideration other than cash to be received by all holders of common stock and holders of any other class or series of shares
not beneficially owned by an Interested Stockholder meets the minimum requirements set forth in NRS Sections 78.441 through 78.444.

 

 

A Nevada corporation may adopt
an amendment to its articles of incorporation expressly electing not to be governed by these provisions of the NRS, if such amendment
is approved by the affirmative vote of a majority of the disinterested shares entitled to vote; provided, however, such vote by disinterested
stockholders is not required to the extent the Nevada corporation is not subject to such provisions. Such an amendment to the articles
of incorporation does not become effective until 18 months after the vote of the disinterested stockholders and does not apply to any
combination with an Interested Stockholder whose date of acquiring shares is on or before the effective date of the amendment.

 

NRS Sections 78.378 to 78.379
also limit the acquisition of a controlling interest in a Nevada corporation with 200 or more stockholders of record, at least 100 of
who have Nevada addresses appearing on the stock ledger of the corporation, and that does business in Nevada directly or through an affiliated
corporation. According to NRS Sections 78.378 to 78.379, an acquiring person who acquires a controlling interest in an issuing corporation
may not exercise voting rights on any control shares unless such voting rights are conferred by a majority vote of the disinterested stockholders
of the issuing corporation at a special or annual meeting of the stockholders. In the event that the control shares are accorded full
voting rights and the acquiring person acquires control shares with a majority or more of all the voting power, any stockholder, other
than the acquiring person, who does not vote in favor of authorizing voting rights for the control shares is entitled to demand payment
for the fair value of such person’s shares.

 

Under NRS Sections 78.378
to 78.379, a controlling interest means the ownership of outstanding voting shares of an issuing corporation sufficient to enable the
acquiring person, individually or in association with others, directly or indirectly, to exercise (1) one-fifth or more but less than
one-third, (2) one-third or more but less than a majority, or (3) a majority or more of the voting power of the issuing corporation in
the election of directors. Outstanding voting shares of an issuing corporation that an acquiring person acquires or offers to acquire
in an acquisition and acquires within 90 days immediately preceding the date when the acquiring person became an acquiring person are
referred to as control shares.

 

The control share provisions
of the NRS do not apply if the corporation opts-out of such provisions in the articles of incorporation or bylaws of the corporation in
effect on the tenth day following the acquisition of a controlling interest by an acquiring person.

 

These statutes do not currently
apply to us and we intend to opt out of the business combination or acquisition of a controlling interest statutes in the future.

 

 

3

 

Exhibit 24

 

POWER OF ATTORNEY

 

The undersigned directors
and officers of Jialijia Group Corporation Limited, a Nevada corporation (the “Company”), hereby constitute and appoint Na
Jin, with full power to act without the other, as the undersigned’s true and lawful attorney-in-fact, with full power of substitution
and resubstitution, for the undersigned and in the undersigned’s name, place and stead in the undersigned’s capacity as an
officer and/or director of the Company, to execute in the name and on behalf of the undersigned an annual report of the Company on Form
10-K for the fiscal year ended Deember 31, 2019 (the “Report”), under the Securities Exchange Act of 1934, as amended, and
to file such Report, with exhibits thereto and other documents in connection therewith and any and all amendments thereto, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform each and every
act and thing necessary or desirable to be done and to take any other action of any type whatsoever in connection with the foregoing which,
in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required of, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall
be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

IN WITNESS WHEREOF, we have hereunto set
our hands this ___ day of April, 2021.

 

/s/ Na Jin   /s/ Jiannan Wu
Na Jin   Jiannan Wu
Director, Chief Executive Officer, Chief Financial Officer and Secretary   Director
     
/s/ DongZhang   /s/ Weixia
Hu
Dongzhi Zhang   Weixia Hu
Director   Director

 

Exhibit
31.1

CERTIFICATION

 

Pursuant
to 18 U.S.C. Section 1350

As
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

I,
Jin Na, certify that:

 

1. I
have reviewed this annual report on Form 10-K of Jialijia Group Corporation Limited (formerly known as Rizzen, Inc.) (the
“registrant”);
   
2. Based
on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect
to the period covered by this report;
   
3. Based
on my knowledge, the financial statements, and other financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report;
   
4. The
registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange
Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
   
  (a) Designed
such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in which this report is being prepared;
     
  (b) Designed
such internal control over financial reporting, or caused such internal control over financial reporting tbe designed under
our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles;
     
  (c) Evaluated
the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such
evaluation; and
     
5. The
registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons
performing the equivalent functions):
   
  (a) All
significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;
and
     
  (b) Any
fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting.

 

Dated:
April 26, 2021
     
  Signature:  /s/
Jin Na
  Jin
Na
 

Chief
Executive Officer

(Principal
Executive Officer)
 

 

Exhibit 31.2

CERTIFICATION

 

Pursuant to 18 U.S.C. Section 1350

As adopted pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002

 

I, Jin Na, certify that:

 

1. I have reviewed this annual report on Form 10-K of Jialijia Group Corporation Limited (formerly known as Rizzen, Inc.) (the “registrant”);
   
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
   
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
   
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
   
  (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     
  (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
     
  (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
     
  (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
     
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
   
  (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
     
  (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Dated:
April 26, 2021
     
  Signature:  /s/
Jin Na
  Jin
Na
 

Chief
Financial Officer

(Principal
Financial and accounting Officer)
 

 

Exhibit 32.1

CERTIFICATION

Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002

(subsections (a) and (b) of Section 1350, Chapter
63 of Title 18, United States Code)

Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), the undersigned officer of Jialijia
Group Corporation Limited (formerly known as Rizzen, Inc.), a Nevada corporation (the “Company”), does hereby certify,
to such officer’s knowledge, that:

The Annual Report on Form 10-K for the
fiscal year ended December 31, 2019 (the “Form 10-K”) of the Company fully complies with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 and information contained in the Form 10-K fairly presents, in all material respects,
the financial condition and results of operations of the Company.

 

Dated: April 26, 2021 By: /s/ Jin Na
   

Jin Na
Chief Executive Officer

(principal executive officer)

 

The foregoing certification is being furnished
solely pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title
18, United States Code) and is not being filed as part of Form 10-K or as a separate disclosure document.

 

Exhibit 32.2

CERTIFICATION

Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002

(subsections (a) and (b) of Section 1350, Chapter
63 of Title 18, United States Code)

Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), the undersigned officer of Jialijia
Group Corporation Limited (formerly known as Rizzen, Inc.), a Nevada corporation (the “Company”), does hereby certify,
to such officer’s knowledge, that:

The Annual Report on Form 10-K for the
fiscal year ended December 31, 2019 (the “Form 10-K”) of the Company fully complies with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 and information contained in the Form 10-K fairly presents, in all material respects,
the financial condition and results of operations of the Company.

 

Dated: April 26, 2021 By: /s/ Jin Na
   

Jin Na
Chief Financial Officer

(principal financial and accounting officer)

     

The foregoing certification is being furnished
solely pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title
18, United States Code) and is not being filed as part of Form 10-K or as a separate disclosure document.

 

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