UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒☒  QUARTERLY REPORT PURSUANT TOUNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.1934

For the quarterly period ended October 31, 2017April 30, 2019

or

OR

☐ TRANSITION REPORT PURSUANT TOUNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.1934

For the transition period from ________from_____________ to ________.

_____________

Commission file number: File Number:333-209900

Rizzen Inc.Jialijia Group Corporation Limited

(Exact name of registrant as specified in its charter)

Room 402, Unit B, Building 5, Guanghua Community

+86-755-2188-4466Guanghua Road, Tianning District, Changzhou City, Jiangsu Province, China 213000
(Address of principal executive offices and zip code) 

(86-519) 8980-1180
(Registrant’s Telephone Number, Including Area Code)

Nonetelephone number, including area code) 

(Former name, former address and former fiscal year, if changed since last report)

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. YesYES ☒ NoNO ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporateWebsite, ifany,every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) duringthepreceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes    NoYES ☒

Emerging Growth Company

If an emerging growth company, indicate by check mark if registrant has elected not to extended transition period for complying with any new of revise financial accounting standards provided pursuant to ‘Section 7(a)(2)(B) of the Security Act. YES NO ☒

☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See definitionthe definitions of “large accelerated filer”,filer,” “accelerated filer”filer,” “smaller reporting company,” and “smaller reporting“emerging growth company” in Rule 12b-2 of the Exchange Act.

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 Exchange Act). YesYES ☒ NoNO ☐

AsState the number of December 18, 2017, there were 7,285,000 shares outstanding of each of the company’sissuer’s classes of common stock, par value $0.001 per share, outstanding.equity, as of the latest practicable date.

Jialijia Group Corporation Limited
FORM 10-Q
April 30, 2019

TABLEOF CONTENTS

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

The accompanying notes are an integral part of these unaudited condensed financial statements

The accompanying notes are an integral part of these unaudited condensed financial statements

The accompanying notes are an integral part of these unaudited condensed financial statements

JIALIJIA GROUP CORPORATION LIMITED

(FORMERLY KNOWN AS RIZZEN, INC.)

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1 - ORGANIZATION AND PRICIPAL ACTIVITIES

Jialijia Group Corporation Limited (the “Company”), formerly known as Rizzen, Inc., was incorporated as a corporation under the laws of the State of Nevada on October 21, 2015. The Company is in development stage and is seeking to acquire, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, exchangeable share transaction or other similar business transactions with one or more operating businesses or assets. 

NOTE 2 - GOING CONCERN

The summary of significantCompany’s financial statements are prepared using generally accepted accounting policies are presented to assistprinciples in the understandingUnited States of America applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred negative cash flows from operating activities, and continuing net losses and working capital deficits that raise substantial doubt about its ability to continue as a going concern. The Company's financial statements do not reflect any adjustments that might result from the outcome of this uncertainty.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plans to obtain such resources for the Company include obtaining capital from the sale of its equity securities, and loans from stockholders or other related party(ies) when needed. The Company believes its current and future plans enable it to continue as a going concern. Management cannot provide assurance that the Company will be successful in accomplishing these plans. These financial statements do not give effect to any adjustments which would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts which may differ from those in the accompanying financial statements.

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 

The management of the Company's financial statements. The financial statements and notes are representations of the Company's management, whoCompany is responsible for the selection and use of appropriate accounting policies and their integrityapplication. Critical accounting policies and objectivity.practices are those that are both most important to the portrayal of the Company’s financial condition and results and require management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. The Company’s significant and critical accounting policies and practices are disclosed below as required by generally accepted accounting principles.

Basis of Presentation

The Company maintains its general ledger and journals with the accrual method of accounting for financial reporting purposes. The accompanying financial statements have been prepared pursuant to the rules of the Securities and Exchange Commission (“SEC”) and in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

The Company follows the accounting guidance outlined in the Financial Accounting Standards Board Codification guidelines. The accompanying unaudited interim consolidated financial statements have been prepared in accordance with generally accepted principles for interim financial information and with the instruction to Form 10-Q of Regulation S-K.S-X. They may not include all information and footnotes required by United States generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there have been no material changes in the information disclosed in the notes to the financial statements for the year ended January 31, 20172019 included in the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission.

The interim unaudited financial statements should be read in conjunction with those financial statements included in the Form 10-K. In the opinion of Management,management, all adjustments considered necessary for a fair presentation, which unless otherwise disclosed herein, consisting primarily of normal recurring adjustments, have been made. Operating results for the ninethree months ended October 31, 2017April 30, 2019 are not necessarily indicative of the results that may be expected for the year ending January 31, 2018. 

2020.

DescriptionUse of businessestimates. Rizzen Inc. (the “Company”) was incorporated under the laws of the State of Nevada on October 21, 2015, and has been inactive since our change in control reported on Form 8k filed December 30, 2016. We are a Shell company. Our prior business model was to provide vending and shipping services of electronic toys of various kinds manufactured in the Republic of China and to distribute electronic kids toys of various price categories to both small and medium-sized vendors. We intended on selling, importing, and marketing our business to European and North American markets.

Following the change of control, the Company is seeking to acquire, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, exchangeable share transaction or other similar business transaction with one or more operating businesses or assets that we have not yet identified.

The Company maintains its general ledger and journals with the accrual method of accounting for financial reporting purposes. The financial statements and notes are representations of management. Accounting policies adopted by the Company conform to U.S. GAAP and have been consistently applied in the presentation of financial statements. The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America and pursuant to the rules and regulations of the SEC. Management believes that all adjustments have been made for the nine months ended October 31, 2017 and 2016

The Company complies with accounting and disclosure requirements of FASB ASC 260, “Earnings Per Share.” Net loss per common share is computed by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding for the period. At October 31, 2017 and 2016, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted loss per common share is the same as basic loss per common share for the period.

The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made; however actual results could differ materially from those estimates. 

Income Taxes

The Company 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

The Company complies with accounting and disclosure requirements of FASB ASC 260, “Earnings Per Share.” Net loss per common share is computed by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding for the period. For the three months ended April 30, 2019 and 2018, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted loss per common share is the same as basic loss per common share for the period.

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 April 30, 2019 and January 31, 2019.

Recent Accounting Pronouncements

In August 2018, the FASB issued Accounting Standards Update (ASU) 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement”, which changes the fair value measurement disclosure requirements of ASC 820. This update is effective for fiscal years beginning after December 15, 2019, and for interim periods within those fiscal years. The Company does not expect the adoption of recently issued accounting pronouncementsASU 2018-13 to have a significantmaterial impact on the Company’s results of operations,its financial position or cash flow.

statements.

NOTE 4 - PREPAID EXPENSES

As of October 31, 2017,April 30, 2019 and January 31, 20172019, the Company had $2,773$7,000 and $765$10,000 in prepaid expenses, respectively, which consisted of prepaid professional service charges.

NOTE 5 - ACCRUED LIABILITIES

As of April 30, 2019 and January 31, 2019 the Company had $200 and $0 in accrued liabilities, respectively.respectively, which consisted of accrued professional service charges.

NOTE 6 - INCOME TAXES 

The Company accounts for income taxes under SFAS No. 109 (now contained in accordance with FASB Codification Topic 740-10-25, Accounting for Uncertainty in Income Taxes),Taxes, which requires the use of an asset and liability approach toin accounting for income taxes.  Under this method,approach, deferred tax assets and liabilities are measured based on differences between financial reporting and tax bases of assets and liabilities measured using enacted tax rates and laws that are expected to be in effect when differences are expected to reverse.

As of October 31, 2017,April 30, 2019, we had a net operating loss carry-forward of approximately $(57,840)$128,165 and a deferred tax asset of approximately $19,667$26,915 using the statutory rate of 34%21%. The deferred tax asset may be recognized in future periods, but not to exceedexceeding 20 years. However, due to the uncertainty of future events we have bookedCompany has provided a full valuation allowance of $(19,667) FASB ASC 740 prescribes recognition threshold and measurement attributes for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FASB ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. At October 31, 2017, the Company had not taken any tax positions that would require disclosure under FASB ASC 740.

On December 28, 2016, the controlling shareholders of Rizzen Inc. (the “Company”), Alexander Deshin and Shuisheng Zhu sold to JLJ Group Corporation Limited, a Hong Kong registered corporation, (“JLJ”) 6 million shares of the Company’s restricted common stock which had previously been issued to Mr. Zhu and Mr. Deshin. The sale was the result of a privately negotiated transaction without the use of public dissemination of promotional or sales materials. The buyer represented that it was an accredited investor and as such could bear the risk of such investment for an indefinite period of time and to afford a complete loss thereof. 

This resulted in a change in control. We are in the process of analyzing the effect on the deferred tax assetassets because of the uncertainty regarding its realizability. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon future generation of taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. After consideration of all the information available, Management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and the numbers above may change ashas therefore established a result, however the Deferred Tax Asset (net) will remain unchanged.full valuation allowance.

The Company files ansignificant component of deferred income tax returnassets as of April 30, 2019 and January 31, 2019 is as follows: 

The difference between the effective rate reflected in the provision for income taxes on loss before taxes and the amounts determined by applying the applicable statutory U.S. federal jurisdiction and may file income tax returns in various U.S. states and foreign jurisdictions. Generally, the Company is subject to income tax examinations by major taxing authorities during the three year period prior to the period covered by these financial statements.rate are analyzed below: 

NOTE 7 - RELATED PARTY TRANSACTIONS

The Company does not currently engage in any business activities that provide cash flow. During the next 12 months, we anticipate incurring costs related to:

As of October 31, 2017, the Company had an accumulated deficit of $57,840. Management anticipates that fees associated with filing of Exchange Act reports including accounting fees and legal fees and payment of annual corporate fees will not exceed $75,000 within next 12 months. We do not currently intend to retain any entity to act as a "finder" to identify and analyze the merits of potential target businesses. Management intends to search for a business combination by contacting various sources including, but not limited to, our affiliates, lenders, investment banking firms, private equity funds, consultants and attorneys and does not plan to conduct a complete and exhaustive investigation and analysis of a business opportunity. Management decisions, therefore, will likely be made without detailed feasibility studies, independent analysis, market surveys and the like which, if we had more funds, would be desirable. If the management can find a suitable target company, we will have to budget for additional fees relating to the investigation into the target company (including due diligence and possibly visiting the facilities) and consummating the reverse merger, which may cost between $125,000 to $150,000. We expect that the expenses for the next 12 months and beyond such time will be paid with amounts that may be loaned to or invested in us by our stockholders, management or other investors. Since we have minimal assets and will continue to incur losses due to the expenses associated with being a reporting company under the Exchange Act, we may cease business operations if we do not timely consummate a business combination.

Currently, our ability to continue as a going concern is dependent upon our ability to generate future profitable operations and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due. Our ability to continue as a going concern is also dependent upon our ability to find a suitable target company and enter into a possible reverse merger with such company. Management’s plan includes obtaining additional funds by equity financing through a reverse merger transaction and/or related party advances. However, there is no assurance of additional funding being available, which raises substantial doubt about the company’s ability to continue as a going concern.

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

On January 13, 2016 the Company issued 5,000,000 shares of its common stock at $0.001 per share for total proceeds of $5,000. On January 26, 2016 the Company issued 1,000,000 shares of its common stock at $0.001 per share for total proceeds of $1,000.  In June and July 2016, the Company issued 1,285,000 shares of its common stock at $0.02 per share for total proceeds of $25,700.

As of December 14, 2017, the Company had 7,285,000 shares issued and outstanding.

In support of the Company’s effortsnominal operation and cash requirements, it may relythe Company relies on advances from related parties until such time thatwhen the Company can support its operations or attainsattain adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by officers, directors, or shareholders. AmountsThe advances from related party represent advances orthe 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.

Since October 21, 2015 (inception) through December 28, 2016,During the quarter ended April 30, 2019, the Company’s previous sole officer and director loaned the Company $1,042 to payadvanced $19,150 for incorporation costs and operating expenses. AsThe balances of the loan from related party as of April 30, 2019 and January 31, 2017, the amount outstanding was $0. During the period ending October 31, 2017 the company’s officers advanced $23,366 for operating expenses as of October 31, 2017 the outstanding amount owed was $23,366.2019 were $103,265 and $84,115, respectively. The loan is non-interest bearing, payable on demand and unsecured. 

NOTE 8 - SUBSEQUENT EVENT

On December 28, 2016,May 15, 2019, the controlling shareholdersCompany issued an aggregate number of Rizzen Inc. (the “Company”), Alexander Deshin and Shuisheng Zhu sold to JLJ Group Corporation Limited, a Hong Kong registered corporation, (“JLJ”) 6 million817,108 shares of the Company’s restrictedits common stock which had previously been issuedat a price of $0.02 per share to Mr. Zhu and Mr. Deshin. The sale was the resultnine (9) subscribers for aggregate gross proceeds of a privately negotiated transaction without the use of public dissemination of promotional or sales materials. The buyer represented that it was an accredited investor and as such could bear the risk of such investment for an indefinite period of time and to afford a complete loss thereof.  This represented 82% of the outstanding common stock and resulted in a change in control

$16,342.

In accordance with ASC 855, the CompanyManagement has analyzed its operationsevaluated subsequent to October 31, 2017events through the date which the financial statements were available to be issued. All subsequent events requiring recognition as of April 30, 2019 have been incorporated into these financial statements were issued, and has determined that it does not have any materialthere are no subsequent events to disclosethat require disclosure in these financial statements.accordance with FASB ASC Topic 855, “Subsequent Events.”

Special Note Regarding Forward-Looking Statements

The following discussion should be read in conjunction with our financial statements, which are included elsewhere in this Form 10-Q (the “Report”). This Report contains forward-looking statements which relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties, and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

Jialijia Group Corporation Limited, formerly known as Rizzen, Inc. (the “Company”) was incorporated as a corporation under the laws of the State of Nevada on October 21, 2015 and has been inactive since our change in control on December 30, 2016. Following our change, the Company now has only minimal assets and liabilities. Its operations are focused on seeking to acquire an operating business with strong growth potential. From and after the change of control, unless and until the Company completes an acquisition, its expenses are expected to consist solely of legal, accounting and compliance costs, including those related to complying with reporting obligations under the Exchange Act.

In December 2018, the Company identified, negotiated, and reached two business acquisition agreements with two target companies (see “Material Agreements” below). Our principal business objective for the past 12 months, and beyond such time, have been and will be to achieve long-term growth potential through acquisitions of these operating businesses.

Results of Operations for the Three Months Ended April 30, 2019 Compared to the Three Months Ended April 30, 2018 

Revenues 

The Company will attempt to locatedid not engage in any business activities and negotiate with a business entitydid not generate any revenue for the combination of that target company with the Company. The combination will normally take the form of a merger, stock-for-stock exchange or stock-for-assets exchange (the "business combination"). In most instances the target company will wish to structure the business combination to be within the definition of a tax-free reorganization under Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended. No assurances can be given that the Company will be successful in locating or negotiating with any target business.three months ended April 30, 2019 and 2018. 

Operating Expenses 

The Company has not restricted its searchhad nominal operations and only incurred expenses relating to being a public reporting company and seeking for any specific kindmerger and acquisition. The general and administrative expenses consisted primarily of businesses,professional fees and it may acquire a business which is in its preliminary stage, which is already in operation, or in essentially any stage of its business life. It is impossible to predict the status of any business in which the Company may become engaged, in that such business may need to seek additional capital, may desire to have its shares publicly traded, or may seek other perceived advantages which the Company may offer.

In implementing a structure for a particular business acquisition, the Company may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity.

The Company will participate in a business combination only after the negotiation and execution of appropriate agreements. Negotiations with a target company will likely focus on the percentage of the Company which the target company shareholders would acquire in exchange for their shareholdings. Any merger or acquisition effected by the Company can be expected to have a significant dilutive effect on the percentage of shares held by the Company's shareholders at such time.

Results of Operations

Nine months Ended October 31, 2017

Revenues

For the three months periods ended October 31, 2017 and 2016, our revenues were $0 and $0 respectively. We are completely dependent upon the willingness of our management to fund our initial operations by way of loans or capital contributions from our majority shareholders.

For the nine months periods ended October 31, 2017 and 2016, our revenues were $0 and $5,100 respectively. We are completely dependent upon the willingness of our management to fund our initial operations by way of loans or capital contributions from our majority shareholders. 

Operating Expenses

organization expenses. For the three months ended October 31, 2017 and 2016, GeneralApril 30, 2019, the general and administrative expenses were $5,759 and $7,738 respectively.

For the nine months ended October 31, 2017 and 2016, General and administrative expenses were $25,375 and $14,233 respectively.

Net Loss

Foramounted to $22,350 as compared with $5,975 for the three months ended October 31, 2017April 30, 2018, an increase of $16,375, or 274%. The increase in the company's operating expenses was primarily due to the increase in accounting, audit and 2016, our net losses were $5,759 and $7,738 respectively.legal expenses.

ForNet Loss 

As a result of the nineforegoing, for the three months ended October 31, 2017 and 2016, ourApril 30, 2019, net losses were $25,375 and $12,703 respectively.loss amounted to $22,350, as compared to $5,975 for the three months ended April 30, 2018, an increase of $16,375, or 274%. 

Liquidity and Capital Resources 

Working Capital: 

As of April 30, 2019 and January 31, 2019, we had cash and cash equivalent of both $0. As of April 30, 2019, we have incurred accumulated operating losses of $128,165 since inception. As of April 30, 2019 and January 31, 2019, we had working capital deficits of $96,465 and $74,115, respectively. 

Cash Flows: 

Net cash used in operating activities was $19,150 during the three months ended April 30, 2019, compared to $6,175 for the three months ended April 30, 2018. The accompanying financial statements have been preparedincrease in conformity with generally accepted accounting principles, which contemplate continuationthe cash used in operating activities was primarily due to the increase in net loss and prepaid expenses during the three months ended April 30, 2019, compared to the three months ended April 30, 2018. 

We had no cash flow from investing activities during the three months ended April 30, 2019 and 2018. 

Net cash provided by financing activities was $19,150 during the three months ended April 30, 2019, compared to $6,175 for the three months ended April 30, 2018. The increase in the cash provided by financing activities was primarily due to the increase of the Companyproceeds from related party loan.

Going Concern: 

We require additional funding to meet its ongoing obligations and to fund anticipated operating losses. Our auditor has expressed substantial doubt about our ability to continue as a going concern. As of October 31, 2016, we had cash of $16,973 and total liabilities of $1,042. Our cash flows from operating activities for the nine months ended October 31, 2016 was $(12,287). Our cash flow provided by financing activities for the nine months ended October 31, 2016 was $25,700. The Company hadability to continue as a workinggoing concern is dependent on raising capital s of $15,931 and shareholders’ equity of $19,057 at October 31, 2016.

As of October 31, 2017, we had cash of $0 and total liabilities of $26,140. Our cash flows from operating activities for the nine months ended October 31, 2017 resulted in cash used of $23,367. Our current cash balance and cash flow from operating activities will not be sufficient to fund our operations. Our cash flow provided by financing activities for the nine months ended October 31, 2017 was $23,366. The Company has a working capital deficiency of $26,140 and a shareholders’ deficit of $26,140 at October 31, 2017.

Over the next 12 months we expect to expend approximately $10,000 in cash for legal, accounting and related services. Cash used for other expenditures is expected to be minimal. We hope to be able to attract suitable investors for ourits initial business plan which willand ultimately to attain profitable operations. These financial statements do not require usinclude any adjustments relating to use our cash, although there can be no assurancesthe recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that we will be successful in these efforts.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 ablerequired to secure capital throughreduce 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 our existing shareholder in order to pay expenses such as filing fees, accounting fees and legal fees. We believe it will be difficult to secure capital in the future because we have no assets to secure debt and there is currently no trading market for our securities. We will need additional capital in the next twelve months and if we cannot raise such capital on acceptable terms, we may have to curtail our operations or terminate our business entirely.

Therelated parties. Any inability to obtain financing or generate sufficient cash from operations could require us to reduce or eliminate expenditures for acquiring suitable partners or otherwise curtail or discontinue our operations, which couldraise capital as needed would have a material adverse effect on our business, financial condition and results of operations. Furthermore, to the extent that

If we raise additional capital through the sale of equity or convertible debt securities, the issuance of such securities may result in dilution to existing stockholders. If wecannot raise additional funds, through the issuance of debt securities, these securities maywe will have rights, preferences and privileges senior to holders ofcease business operations. As a result, our common stock and the termsinvestors would lose all of such debt could impose restrictions on our operations. Regardless of whether our cash assets prove to be inadequate to meet our operational needs, we may seek to compensate providers of services by issuing stock in lieu of cash, which may also result in dilution to existing stockholders.their investment. 

Operating Capital and Capital Expenditure RequirementsCritical Accounting Policies 

Our controlling shareholder expectsfinancial 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 advance us additional funding for operating costsmake 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 orderthe 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 implement our business plan on an as needed basis. As such, our operating capital is currently limitedprivate companies. We have elected not to avail ourselves of this exemption from new or revised accounting standards and, therefore, will be subject to the resourcessame new or revised accounting standards as other public companies that are not emerging growth companies 

Use of our controlling shareholderestimates

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 three months ended April 30, 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 our shareholder’s continued willingnessthe disclosure requirements of ASC 820 as of April 30, 2019 and January 31, 2019.

Recent Accounting Pronouncements 

In August 2018, the FASB issued Accounting Standards Update (ASU) 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework - Changes to provide additional loans.the Disclosure Requirements for Fair Value Measurement”, which changes the fair value measurement disclosure requirements of ASC 820. This update is effective for fiscal years beginning after December 15, 2019, and for interim periods within those fiscal years. The loans from our controlling shareholder are unsecured and non-interest bearing and have no set termsCompany does not expect the adoption of repayment. We anticipate receiving additional capital should we be able to have our securities actively trading on a public exchange.  

Off-Balance Sheet Arrangements

We have not entered into any off-balance sheet arrangements that have or are reasonably likelyASU 2018-13 to have a current or future effectmaterial impact on ourits financial condition, changes in financial condition, revenues or expenses, resultsstatements.

Off-balance Sheet Arrangements 

As of operations, liquidity, capital expenditures or capital resourcesApril 30, 2019 and would be considered material to investors.January 31, 2019, there were no off-balance sheet arrangements. 

Not applicable.

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 Exchange Act), as of October 31, 2017,April 30, 2019, the Company’s Chief Executive Officer and Chief Financial Officer (its principal executive officer and principal financial and accounting officer) has concluded that the Company’s disclosure controls and procedures were not effective at a reasonable assurance level.

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.

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 October 31, 2017April 30, 2019 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II - OTHER INFORMATION

None.

ITEM 1. LEGAL PROCEEDINGS 

We are not currently a party to any lawsuit or proceeding which, in the opinion of management, is likely to have a material adverse effect on us or our business. 

We are aNot applicable for smaller reporting company and, therefore, we are not required to provide information required by this Item.companies. 

None.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None. 

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None. 

Not applicable.

None.

ITEM 5. OTHER INFORMATION

None. 

* Filed herewith.

along with this document

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereuntohereunto duly authorized.

(Registrant)