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, 2015. On May 16, 2018, our Articles of Incorporation were
amended to change our name to Jialijia Group Corporation Limited and increase
the number of authorized shares the corporation from 75,000,000 to
1,000,000,000.
Effective as of December 15, 2018, the Company appointed: (i) Mr. Dongzhi Zhang
as the Chairman of the Board; (ii) Mr. Jiannan Wu as the Company's General
Manager and Director; and (iii) Ms. Weixia Hu as the Company's Chinese Region
Chief Representative. Ms. Na Jin is our CEO, CFO, Secretary and a director.
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 (or 300,000 post-reverse split) 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. On
August 28, 2020, Huazhongyun changed its name to Calico Darji Group Holdings
Co., Limited.
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 (or 150,574 post-reverse split)
shares of the Company's common stock, par value $0.001 per share, at a price of
$0.03 ($0.60 post-reverse split) 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 (50,000 post-reverse split)
shares of the Company's common stock at a price of $0.01 ($0.20 post-reverse
split) per share, for a total purchase price of $10,000, which purchase was
consummated on July 24, 2019.
As a result of the consummation of the above merger on August 29, 2019, we
entered into the business of producing and selling gases, such as oxygen and
nitrogen, for industrial and medical purposes in the PRC. In 2020, the COVID-19
pandemic materially and adversely affected economic conditions and our operating
results. As a result, we were unable to obtain the financing necessary to pursue
this business.
Effective July15, 2020, we engaged in a one for twenty reverse stock split of
our common stock whereby each twenty shares of common stock were reduced into
one share of common stock with fractional shares rounded to one whole share. All
descriptions of securities issuances occurring prior to such reverse stock split
are provided on a pre-reverse basis.
On December 26, 2020, Calico Darji Group Holdings Co., Limited ("Calico Darji",
formerly Huazhongyun) entered into a share exchange agreement with Shenzhen
Lintai Biotechnology Co., Limited ("Shenzhen Lintai"), a company incorporated
under the laws of PRC; pursuant to which Calico Darji agreed to exchange 26% of
the Company's common stock held by Calico Darji for 100% of the equity interest
of Shenzhen Lintai. This share exchange agreement has not closed due to the
required governmental procedures and documents necessary to consider the share
exchange completed have not been completed and obtained by the Company.
On March 5, 2021, Calico Darji formed a wholly-owned subsidiary, Zhongtai
Chunfeng Wanqi (Chengdu) Industrial Group Co., Limited, under the laws of the
PRC.
On June 1, 2021, Calico Darji changed its name to Jialijia Zhongtai Chunfeng
Group Co., Limited.
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On July 1, 2021, our Board of Directors approved the sale and issuance of an
aggregate of: (i) 2,278,373 shares of our common stock at a per share price of
$0.04 to approximately 200 non-US persons for aggregate gross proceeds of
approximately $91,135; (ii) 1,932,706 shares of our common stock at a per share
price of $0.03 to approximately 10 non-US persons for aggregate gross proceeds
of approximately $57,981. The securities, aggregating 4,211,079 shares of Common
Stock, were sold and issued in July 2021, 1,847,656 shares of which were
subscribed by Dongzhi Zhang, the Company's Chairman of the Board, at a price of
$0.03 per share. The securities were sold pursuant to the exemption provided by
Regulation S promulgated under the Securities Act of 1933, as amended.
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 business is 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 next 12 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 prepared on a going concern basis which
assumes the Company will be able to realize its assets and discharge its
liabilities in the normal course of business for the foreseeable future. As of
September 30, 2020, the Company had working capital deficit of $3,201,546 and
has incurred losses since its inception resulting in an accumulated deficit of
$4,858,927. 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
costs over the next twelve months with loans from directors and/or private
placements of common stock.
Results of Operations
Three and Nine Months Ended September 30, 2020 Compared to the Three and Nine
Months Ended September 30, 2019
The following table sets forth selected financial information from our
statements of comprehensive loss for the three months ended September 30, 2020
and 2019:
For the Three Months Ended
September 30,
2020 2019
Net Revenue $ - $ -
Total Operating Expenses 11,501 90,717
Net Loss $ 11,501 $ 90,717
The following table sets forth selected financial information from our
statements of comprehensive loss for the nine months ended September 30, 2020
and 2019:
For the Nine Months Ended
September 30,
2020 2019
Net Revenue $ - $ -
Total Operating Expenses 54,840 4,238,556
Net Loss $ 54,840 $ 4,238,556
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Revenues
The Company did not commence operations and did not generate any revenues for
the three and nine months ended September 30, 2020 and 2019.
Operating Expenses
Operating expenses for the three months ended September 30, 2020 and 2019, were
$11,501 and $90,717, respectively. Operating expenses for the three months ended
September 30, 2020 and 2019 consisted solely of general and administrative
expenses of $11,501 and $90,717, respectively.
Operating expenses for the nine months ended September 30, 2020 and 2019, were
$54,840 and $4,238,556, respectively. Operating expenses for the nine months
ended September 30, 2020, consisted solely of general and administrative
expenses of $54,840. Operating expenses for the nine months ended September 30,
2019, consisted primarily of goodwill impairment of $3,962,424 arising from the
acquisition of Rucheng Wenchuan, and general and administrative expenses of
$276,132.
Net Loss
As a result of the above factors, the Company incurred a net loss of $11,501 and
$90,717 for the three months ended September 30, 2020 and 2019, respectively.
The Company incurred a net loss of $54,840 and $4,238,556 for the nine months
ended September 30, 2020 and 2019, respectively.
Foreign Currency Translation Gain (Loss)
The Company had $115,313 in foreign currency translation loss during the three
months ended September 30, 2020 as compared to $88,801 in foreign currency
translation gain during the three months ended September 30, 2019, reflecting a
change of $204,114. Such decrease in foreign currency translation gain was
primarily caused by the currency exchange rate fluctuation.
The Company had $73,202 in foreign currency translation loss during the nine
months ended September 30, 2020 as compared to $88,345 in foreign currency
translation gain during the nine months ended September 30, 2019, reflecting a
change of $161,547. Such decrease 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 nine months
ended September 30, 2020 and 2019.
For the Nine Months Ended
September 30,
2020 2019
Net cash used in operating activities $ (26,729 ) $ (142,108 )
Net cash used in investing activities
- (131,083 )
Net cash provided by financing activities 26,757 310,979
Net increase in cash and cash equivalents $ 39 $ 38,534
Net cash used in operating activities was $26,729 for the nine months ended
September 30, 2020, compared to that of $142,108 for the nine months ended
September 30, 2019. The decrease of $115,379 or 81.2% of net cash used in
operating activities was primarily due to the decrease in net loss during the
nine months ended September 30, 2020.
Net cash used in investing activities was $0 and $131,083 for the nine months
ended September 30, 2020 and 2019, respectively. Net cash used during the nine
months ended September 30, 2019, was attributable to the acquisition of our
subsidiary.
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Net cash provided by financing activities was $26,757 and $310,979 for the nine
months ended September 30, 2020 and 2019, respectively, representing a decrease
of $284,222 or 91.4%. The decrease in net cash provided by financing activities
was primarily attributable to the decrease in advances from officers for working
capital purpose and the decrease in capital contribution from sale of our common
stock.
Working Capital:
As of September 30, 2020 and December 31, 2019, we had cash and cash equivalent
of $434 and $395, respectively. As of September 30, 2020, we have incurred
accumulated operating losses of $4,858,927 since inception. As of September 30,
2020 and December 31, 2019, we had working capital deficit of $3,201,546 and
$3,088,770, respectively.
Going Concern
We require additional funding to meet its ongoing obligations and to fund
anticipated operating losses. Our auditor has expressed substantial doubt about
our ability to continue as a going concern. Our ability to continue as a going
concern is dependent on raising capital to fund its initial business plan and
ultimately to attain profitable operations. These financial statements do not
include any adjustments relating to the recoverability and classification of
recorded asset amounts, or amounts and classification of liabilities that might
result from this uncertainty.
We expect to incur marketing and professional and administrative expenses as
well expenses associated with maintaining our filings with the Commission. We
will require additional funds during this time and will seek to raise the
necessary additional capital. If we are unable to obtain additional financing,
we may be required to reduce the scope of our business development activities,
which could harm our business plans, financial condition and operating results.
Additional funding may not be available on favorable terms, if at all. We intend
to continue to fund its business by way of equity or debt financing and advances
from related parties. Any inability to raise capital as needed would have a
material adverse effect on our business, financial condition and results of
operations.
If we cannot raise additional funds, we will have to cease business operations.
As a result, our common stock investors would lose all of their investment.
Critical Accounting Policies
Our financial statements and accompanying notes have been prepared in accordance
with United States generally accepted accounting principles applied on a
consistent basis. The preparation of financial statements in conformity with
United States generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting periods.
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 account 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.
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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 and nine months ended September 30, 2020 and 2019,
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 September 30, 2020 and
December 31, 2019.
Recent Accounting Pronouncements
Management has evaluated all the recently issued accounting pronouncements and
does not believe that they will have a material effect on the Company's
financial position and results of operations.
Off-balance Sheet Arrangements
As of September 30, 2020 and December 31, 2019, there were no off-balance sheet
arrangements.
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JIALIJIA GROUP CORPORATION LIMITED 
