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

JIALIJIA GROUP CORPORATION LIMITED

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(UNAUDITED)

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

JIALIJIA GROUP CORPORATION LIMITED

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

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

JIALIJIA GROUP CORPORATION LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1 - ORGANIZATION AND PRICIPAL ACTIVITIESNote 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% 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% 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% of Rucheng Wenchuan’s outstanding shares. Pursuant to the Equity Transfer, Mr. Jiannan Wu agreed to transfer 70% 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% 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% 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% of the outstanding equity interest in Rucheng Wenchuan through Huazhongyun and WFOE.

The acquisition of Huazhongyun and WFOE was 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, entered into the business of producing and selling gases for industrial and medical purposes, such as oxygen and nitrogen, in the PRC. The Company is in development stage and is seeking to acquire, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, exchangeable share transactionhas not commenced its gas production or other similar business transactions with one or more operating businesses or assets. generated any revenues.

NOTE 2 - GOING CONCERNNote2. Basis of Presentation

The Company’sconsolidated balance sheets as of March 31, 2020 and December 31, 2019 and the consolidated statements of operations and comprehensive loss for the three months ended March 31, 2020 and 2019 combine the historical consolidated statements of balance sheets and income and comprehensive loss of the Company, Huazhongyun, Jialijia (Changzhou), and have been prepared as if the Reverse Merger had closed on January 1, 2019. Both the Company, and Huazhongyun and WFOE are under common control.

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.

These unaudited interim consolidated financial statements areshould be read in conjunction with the audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2019 filed with the Securities and Exchange Commission on April 26, 2021.

Note3. 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% of Rucheng Wenchuan’s outstanding shares on January 7, 2019. Pursuant to the Equity Transfer, Mr. Jiannan Wu agreed to transfer 70% 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% 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:

During the three months ended March 31, 2019, the Company has recorded goodwill impairment in full amount.

Note 4. Going Concern

These consolidated financial statements have been prepared using generally accepted accounting principles in the United States of America applicable toon a going concern basis, which contemplates the realization of assets and the satisfactionsettlement of liabilities and commitments in the normal course of business. TheAs reflected in the Company’s accompanying consolidated financial statements, for the three months ended March 31, 2020, the Company has incurred negative cash flows from operating activities, and continuinghad a net lossesloss of $13,119. Additionally, the Company had an accumulated deficit of $4,818,505 and working capital deficitsdeficit of $3,046,373 as of March 31, 2020, 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 itsthe Company’s ability to continue as a going concern. The Company'saccompanying financial statements do not reflectinclude any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might result frombe necessary should the outcome of this uncertainty.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’sManagement plans to obtain such resources for the Company include obtaining capital from the sale of its equity, securities, and loansshort-term and long-term borrowings from banks, 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. However, management cannot provide any assurance that the Company will be successful in accomplishing theseany of its 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 managementNote 5. Summary of the Company is responsible for the selection and use of appropriate accounting policies and their application. Critical accounting policies and 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.Significant Accounting Policies

Basis of PresentationAccounting

The Company maintains its general ledger and journals with the accrual method of accounting for financial reporting purposes. The accompanying financial statements have beenand accompanying notes are 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”).

Principles of consolidation

The Company follows the accounting guidance outlined in the Financial Accounting Standards Board Codification guidelines. The accompanying unaudited interimconsolidated 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-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, 2019 includedof Jialijia Group Corporation Limited, Huazhongyun Group Co., Limited, Jialijia Jixiang Investment (Changzhou) Co., Ltd and its 70% owned subsidiary, Rucheng Wenchuan Gas Co., Ltd. All inter-company transactions and balances are eliminated in the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission.consolidation.

The interim unaudited financial statements should be read in conjunction with those financial statements included in the Form 10-K. In the opinion of management, all adjustments considered necessary for a fair presentation, which unless otherwise disclosed herein, consisting primarily of normal recurring adjustments, have been made. Operating results for the three months ended April 30, 2019 are not necessarily indicative of the results that may be expected for the year ending January 31, 2020.

Use of estimatesEstimates

The preparation of the financial statements in conformity with U.S. GAAPaccounting 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 reported amountsamount of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made; howevermade. However, actual results could differ materially from those estimates. 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 the amount of $100,549 as of December 31, 2019 and write off the balance in full amount as of March 31, 2020.

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 period 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: 

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. No impairment loss was recorded for the three months ended March 31, 2020 and 2019, 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 three months ended March 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 as outlinedusing 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 ASC 740, “Income Taxes”.future years. Under the asset and liability methodapproach, deferred taxes are provided for the net tax effects of ASC 740,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 and liabilities areif 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.

Under ASC 740, a tax position is recognized foras a benefit only if it is “more likely than not” that the estimated future tax consequences attributableposition would be sustained in a tax examination, with a tax examination being presumed to differences betweenoccur. 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 statement carrying amountsstatements. A tax position is measured at the largest amount of existing assetsbenefit 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 liabilities and their respectiveinterest incurred related to underpayment of income tax bases. Deferredare classified as income tax assets and liabilities are measured using enacted tax ratesexpense in effect for the year in which those temporary differences are expected to be recovered or settled.incurred.

Loss per Share CalculationForeign Currency Translation

The Company complies with accountinguses the United States dollar (“U.S. dollars”) for financial reporting purposes. The functional currency of the Company and disclosure requirementsits 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 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.economic environment in which their operations are conducted. For the three months ended April 30, 2019Company and 2018,its subsidiaries whose functional currencies are other than the Company did not have any dilutive securitiesU.S. dollar, all asset and other contracts that could, potentially, be exercised or converted into common stockliability accounts were translated at the exchange rate on the balance sheet date; stockholders’ equity is translated at the historical rates and then shareitems in the earningsincome 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 Company. As a result, diluted loss per common share isfunctional currency are included in the sameresults of operations as basic loss per common share for the period.incurred.

Fair valuesValues of financial instrumentsFinancial 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)

ThereThe 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 no assets or liabilities measured at fair valuenot materially different from their carrying values as presented on a recurring basis subjectthe balance sheets. This is attributed to the disclosure requirementsshort maturities of ASC 820 asthe instruments and that interest rates on the borrowings approximate those that would have been available for loans of April 30, 2019similar remaining maturity and January 31, 2019.risk profile at respective balance sheet dates.

Recent Accounting Pronouncements

In August 2018,Management has considered all recent accounting pronouncements issued and their potential effect on 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.consolidated financial statements. The Company doesCompany’s management believes that these recent pronouncements will not expect the adoption of ASU 2018-13 to have a material impacteffect on its consolidated financial statements.

Note 6. Property, Plant, and Equipment, Net

Property, plant, and equipment consisted of the following:

Depreciation expense for the three months ended March 31, 2020 and 2019 were $0 and $38,517, respectively.

NOTE 4 - PREPAID EXPENSESNote 7. Accrued Expenses

AsAccrued expenses consist of April 30, 2019 and January 31, 2019, the Company had $7,000 and $10,000 in prepaid expenses, respectively, which consisted of prepaid professional service charges.following:

Note 8. Income Tax

NOTE 5 - ACCRUED LIABILITIES

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

NOTE 6 - INCOME TAXES United States

The Company accountswas 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 three months ended March 31, 2020 and 2019. The U.S. Tax Cuts and Jobs Act (the “Act”) was enacted on December 22, 2017. Effective in accordance with FASB Codification Topic 740-10-25, AccountingDecember 31, 2019, the Tax Act reduces the U.S. statutory tax rate from 35% to 21%.

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% 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%. The Company had recorded no income tax provisions for Uncertainty in Income Taxes, which requires the use of an assetthree months ended March 31, 2020 and liability approach in accounting2019.

Provision for income taxes.  Under this approach, deferred tax assets and liabilities are measured based on differences between financial reporting and tax basesexpense (benefit) consists of assets and liabilities measured using enacted tax rates and laws that are expected to be in effect when differences are expected to reverse.the following:

As of April 30, 2019, we had

The following is a net operating loss carry-forwardreconciliation of $128,165 and a deferred tax asset of approximately $26,915 using the statutory tax rate of 21%. to the effective tax rate:

The deferred tax asset may be recognized in future periods, but not exceeding 20 years. However,Company periodically evaluates the Company has provided a full valuation allowance on the deferred tax assets becauselikelihood 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 alland adjusts the carrying amount of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon future generation of taxable income duringby the periods in which temporary differences representing net future deductible amounts become deductible. After consideration of allvaluation allowance to the information available, Management believesextent that significant uncertainty exists with respect tothe 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 has therefore establishedother relevant factors.

As of March 31, 2020 and December 31, 2019, 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 full100% valuation allowance.allowance associated with its deferred tax assets.

Note 9. Related Party Transactions and Balances

The significant componentrelated parties of deferred income tax assetsthe company with whom transactions are reported in these consolidated financial statements are 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. tax rate are analyzed below: 

NOTE 7 - RELATED PARTY TRANSACTIONSDue to related parties:

In support of

Due to related parties were advances from its related parties for the Company’s nominal operationpurchase of equipment and cash requirements, the Company relies on advances from related parties until when the Company can support its operations or attain adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by officers, directors, or shareholders. The advances from related party represent the amounts paid by related party on behalf of the Company in satisfaction of liabilities. The advances are considered temporary in nature and have not been formalized by a promissory note.

During the quarter ended April 30, 2019, the Company’s officer advanced $19,150 fordaily operating expenses. The balances of the loan from related party as of April 30, 2019 and January 31, 2019 were $103,265 and $84,115, respectively. The loan isare unsecured, non-interest bearing, and payable on demand and unsecured. demand.

Note 10. Equity

NOTE 8 - SUBSEQUENT EVENTThe 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 March 31, 2020 and December 31, 2019, the Company had 635,296 and 635,296 shares of common stock, issued and outstanding, respectively.

On May 15, 2019, the Company issued an aggregate number of 817,10840,855 shares of its common stock at a price of $0.02 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, for aggregate gross proceeds of $16,342.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.

ManagementIn 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 March 31, 2020 and December 31, 2019.

As of March 31, 2020, 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 11. 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 April 30, 2019March 31, 2020 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.”

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

Overview

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. 

We are in active discussions with an operating business affiliated with our executive officers regarding potential acquisition. There is no assurance that we will be able to successfully acquire such company or any company in the near future.

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, 20152015. On May 16, 2018, our Articles of Incorporation were amended to change our name to Jialijia Group Corporation Limited and has been inactive since our change in control on December 30, 2016. Following our change,increase the Company now has only minimal assets and liabilities. Its operations are focused on seekingnumber of authorized shares the corporation from 75,000,000 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.1,000,000,000.

InEffective as of December 15, 2018, the Company identified, negotiated,appointed: (i) Mr. Dongzhi Zhang as the Chairman of the Board; (ii) Mr. Jiannan Wu as the Company’s General Manager and reached twoDirector; and (iii) Ms. Weixia Hu as the Company’s Chinese Region Chief Representative. Ms. Na Jin is our CEO, CFO, Secretary and a director. 

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% 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%) 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% 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% 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 acquisition agreementsof 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 two target companies (see “Material Agreements” below).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.

Limited Operating History; Need for Additional Capital

We have had limited operations and have been issued a “going concern” opinion by our auditor, based upon our reliance on the sale of our common stock and loans from a related party, as the sole source of funds for our future operations.

There is no historical financial information about us upon which to base an evaluation of our performance. We have not generated any revenues from operations. We cannot guarantee we will be successful in our business operations. Our principal business objectiveis subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the launching of our games and market or wider economic downturns. We do not believe we have sufficient funds to operate our business for the pastnext 12 months, and beyond such time,months.

We have no assurance that future financing will be available to us on acceptable terms, or at all. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders. If we are unable to raise additional capital to maintain our operations in the future, we may be unable to carry out our full business plan or we may be forced to cease operations.

Going Concern

Our financial statements have been andprepared on a going concern basis which assumes the Company will be able to achieve long-term growth potential through acquisitionsrealize its assets and discharge its liabilities in the normal course of thesebusiness for the foreseeable future. As of March 31, 2020, the Company had working capital deficit of $3,046,373 and has incurred losses since its inception resulting in an accumulated deficit of $4,818,505. Further losses are anticipated in the development of the business, raising substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustment that might result from the outcome of this uncertainty.

The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating businesses.costs over the next twelve months with loans from directors and/or private placements of common stock.

Results of Operations

Three Months Ended March 31, 2020 Compared to the Three Months Ended March 31, 2019

The following table provides selected financial data about our company as of March 31, 2020 and 2019.

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

Revenues

The Company did not engage in any business activitiescommence operations and did not generate any revenuerevenues for the three months ended April 30, 2019March 31, 2020 and 2018. 2019.

Operating Expenses

The Company has had nominal operations and only incurred

Operating expenses relating to being a public reporting company and seeking for merger and acquisition. The general and administrative expenses consisted primarily of professional fees and organization expenses. For the three months ended April 30, 2019, the general and administrative expenses amounted to $22,350 as compared with $5,975 for the three months ended April 30, 2018, an increaseMarch 31, 2020 and 2019, were $13,119 and $4,044,233, respectively. Operating expenses for the three months ended March 31, 2020, consisted solely of $16,375, or 274%. The increase ingeneral and administrative expenses of $13,119. Operating expenses for the company's operatingthree months ended March 31, 2019, consisted primarily of goodwill impairment of $3,962,424 arising from the acquisition of Rucheng Wenchuan, general and administrative expenses was primarily due to the increase in accounting, audit and legal expenses.of $81,809.

Net Loss

As a result of the foregoing,above factors, the Company incurred a net loss of $13,119 and $4,044,233 for the three months ended April 30,March 31, 2020 and 2019, net loss amounted to $22,350,respectively.

Foreign Currency Translation Gain (Loss)

The Company had $55,516 in foreign currency translation gain during the three months ended March 31, 2020 as compared to $5,975$50,757 in foreign currency translation loss during the three months ended March 31, 2019, reflecting a change of $106,273. 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 three months ended April 30, 2018, an increase of $16,375, or 274%. March 31, 2020 and 2019.

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$3,344 for the three months ended April 30, 2018.March 31, 2020, compared to that of $37,505 for the three months ended March 31, 2019. The increase in thedecrease of $34,161 or 91.08% of net cash used in operating activities was primarily due to the increasedecrease in net loss and prepaid expensesnon-cash items including depreciation and goodwill impairment during the three months ended April 30, 2019, compared toMarch 31, 2020.

Net cash used in investing activities was $0 and $141,578 for the three months ended April 30, 2018. 

We had noMarch 31, 2020 and 2019, respectively. Net cash flow from investing activitiesused during the three months ended April 30,March 31, 2019, and 2018. was attributable to the acquisition of our subsidiary.

Net cash provided by financing activities was $19,150 during the three months ended April 30, 2019, compared to $6,175$4,712 and $179,179 for the three months ended April 30, 2018.March 31, 2020 and 2019, respectively, representing a decrease of $174,467 or 97.37%. The increasedecrease in thenet cash provided by financing activities was primarily dueattributable to the increasedecrease in advances from officers for working capital purpose.

Working Capital:

As of proceeds from related party loan.

Going Concern:

We require additional funding to meet its ongoing obligations and to fund anticipated operating losses. Our auditor has expressed substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent on raising capital to fund its initial business plan and ultimately to attain profitable operations. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.

We expect to incur marketing and professional and administrative expenses as well expenses associated with maintaining our filings with the Commission. We will require additional funds during this time and will seek to raise the necessary additional capital. If we are unable to obtain additional financing, we may be required to reduce the scope of our business development activities, which could harm our business plans, financial condition and operating results. Additional funding may not be available on favorable terms, if at all. We intend to continue to fund its business by way of equity or debt financing and advances from related parties. Any inability to raise capital as needed would have a material adverse effect on our business, financial condition and results of operations.

If we cannot raise additional funds, we will have to cease business operations. As a result, our common stock investors would lose all of their investment. 

Critical Accounting Policies

Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

We qualify as an “emerging growth company”, as defined in the Jumpstart Our Business Startups Act, which became law in April, 2012. Under the JOBS Act, “emerging growth companies”, can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have elected not to avail ourselves of this exemption from new or revised accounting standards and, therefore, will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies

Use of estimates

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

Income Taxes

We accounts for income taxes as outlined in ASC 740, “Income Taxes”. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.

Loss per Share Calculation

We comply with accounting and disclosure requirements of ASC 260, “Earnings Per Share.” Net loss per common share is computed by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding for the period. For the three months ended April 30,March 31, 2020 and 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 April 30, 2019March 31, 2020 and JanuaryDecember 31, 2019.

Recent Accounting Pronouncements

In August 2018,

Management has evaluated all the FASBrecently 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,accounting pronouncements and for interim periods within those fiscal years. The Company does not expect the adoption of ASU 2018-13 tobelieve that they will have a material impacteffect on itsthe Company’s financial statements.position and results of operations.

Off-balance Sheet Arrangements

As of April 30, 2019March 31, 2020 and JanuaryDecember 31, 2019, there were no off-balance sheet arrangements.

ITEM

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Quantitative and Qualitative Disclosures About Market Risk

Not applicable. As a “smaller reporting company”, we are not required to provide the information required by this Item.

ITEM

Item 4. CONTROLS AND PROCEDURES

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Based on an evaluation

Our management is responsible for establishing and maintaining a system of the Company’s disclosure controls and procedures (as defined in RulesRule 13a-15(e) and 15d-15(e) ofunder the Exchange Act), as of April 30, 2019, that is designed to ensure that information required to be disclosed by us in the Company’s Chief Executive Officerreports that we file or submit under the Exchange Act is recorded, processed, summarized and Chief Financial Officer (itsreported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

An evaluation was conducted under the supervision and accounting officer) haswith the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2020. Based on that evaluation, our management concluded that the Company’sour disclosure controls and procedures were not effective atas of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms as 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 objectivesresult of the control system are met. following material weaknesses:

Our management will continue to monitor and evaluate the effectiveness 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 disclosureour internal 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’sand our internal controls over financial reporting on an ongoing basis and is committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

Changes in Internal Controls

There have been no changes in our internal controls over financial reporting identified in connection with the evaluation required by paragraph (d) of Securities Exchange Act Rule 13a-15 or Rule 15d-15 that occurred duringin the Company’s fiscal quarter ended April 30, 2019March 31, 2020 that hashave materially affected, or isare reasonably likely to materially affect, the Company’sour internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM

Item 1. LEGAL PROCEEDINGS

Legal Proceedings

From time to time, we may become involved in litigation relating to claims arising out of its operations in the normal course of business. We are not currently ainvolved in any pending legal proceeding or litigation and, to the best of our knowledge, no governmental authority is contemplating any proceeding to which we area party or to which any lawsuit or proceedingof our properties is subject, which in the opinion of management, iswould reasonably be likely to have a material adverse effect on us or our business. us.

ITEM

Item 1A. RISK FACTORS

Risk Factors

Not applicable for smallerAs a “smaller reporting companies. company”, we are not required to provide the information required by this Item.

ITEM

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

Unregistered Sales of Equity Securities and Use of Proceeds

None.

ITEM

Item 3. DEFAULTS UPON SENIOR SECURITIES

Defaults Upon Senior Securities

None.

ITEM

Item 4. MINE SAFETY DISCLOSURES

Mine Safety Disclosures

Not applicable. Applicable.

ITEM

Item 5. OTHER INFORMATION

Other Information

None.

ITEM 6. EXHIBITS

 * Filed 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 hereuntothereunto duly authorized.

(Registrant)