Nevada

35-2544765

(State or Other Jurisdiction of

(I.R.S. Employer

Incorporation or Organization)

Identification No.)

1 

Item 1A.

Risk Factors.

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5 

Item 2.

PropertiesProperties..

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5 

Item 4.

Mine Safety DisclosuresDisclosures..

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PART II

6 

Market For Company'sRegistrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

6 

Item 6.

Selected Financial Data.Reserved.

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7 

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk.

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12 

Item 9.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

12

12

Item 9B.

Other InformationInformation..

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 ?

PART III

14 

14 

Item 11.

Executive Compensation.

16

17

Item 13.

Certain Relationships and Related Transactions, and Director Independence.

17

19

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Item 15.

Exhibits, and Financial Statement Schedules.

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20

Signature

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Item 1.

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

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

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

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

Form of Acquisition

The manner in which the Company participates in an opportunity will depend upon the nature of the opportunity, the respective needs and desires of the Company and the promoters of the opportunity, and the relative negotiating strength of the Company and such promoters.diagram below illustrates our current corporate structure.

It is likely that the Company will acquire its participation in a business opportunity through the issuance of securities of the Company. Although the terms of any such transaction cannot be predicted, it should be noted that in certain circumstances the criteria for determining whether or not an acquisition is a so-called "tax free" reorganization under Section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the "Code") depends upon whether the owners of the acquired business own 80% or more of the voting stock of the surviving entity. If a transaction were structured to take advantage of these provisions rather than other "tax free" provisions provided under the Code, all prior stockholders would in such circumstances retain 20% or less of the total issued and outstanding shares of the surviving entity. Under other circumstances, depending upon the relative negotiating strength of the parties, prior stockholders may retain substantially less than 20% of the total issued and outstanding shares of the surviving entity. This could result in substantial additional dilution to the equity of those who were stockholders of the Company prior to such reorganization. 

The Company does not intend to supply disclosure to stockholders concerning a target company prior to the consummation of a business combination transaction, unless required by applicable law or regulation. The Company will file a current report on Form 8-K, as required, within four business days of a business combination which results in the Company ceasing to be a shell company. Such Form 8-K will include complete disclosure of the target company, including audited financial statements.

The present stockholders of the Company may not have control of a majority of the voting securities of the Company following a reorganization transaction. As part of such a transaction, all or a majority of the Company's directors may resign and one or more new directors may be appointed without any vote by the stockholders.

The Company 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. The approximate number of persons or entities that will be contacted is unknown and dependent on whether any opportunities are presented by the sources that we contact. It is anticipated that the investigation of specific business opportunities and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial cost for accountants, attorneys and others. If a decision is made not to participate in a specific business opportunity, the costs theretofore incurred in the related investigation might not be recoverable. Furthermore, even if an agreement is reached for the participation in a specific business opportunity, the failure to consummate that transaction may result in the loss to the Company of the related costs incurred.

We presently have no employees. Our sole officer and director is engaged in outside business activities on a full-time basis. Our sole officer and director anticipates that she will devote very limited time to our business until the acquisition of a successful business opportunity has been identified. The specific amount of time that management will devote to the Company may vary from week to week or even day to day, and therefore the specific amount of time that management will devote to the Company on a weekly basis cannot be ascertained with any level of certainty. In all cases, management intends to spend as much time as is necessary to exercise its fiduciary duties.

Not required.As a smaller reporting company, as defined by Rule 12b-2 of the Exchange Act and Item 10(f)(1) of Regulation S-K, the Company has elected to comply with certain scaled disclosure reporting obligations, and therefore is not required to provide the information required by this item.

Not applicable.As a smaller reporting company, as defined by Rule 12b-2 of the Exchange Act and Item 10(f)(1) of Regulation S-K, the Company has elected to comply with certain scaled disclosure reporting obligations, and therefore is not required to provide the information required by this item.

Our offices are located at Room 402, Unit B, Building 5, Guanghua Community, Guanghua Road, Tianning District, Changzhou City, Jiangsu Province, China 213000. The Company neither rents nor owns any properties. The Company utilizespremises are provided to us free of charge by our Chairman of the office space and equipment of one of its stockholders at no charge.Board.

To the knowledge of the Company, there is no litigation currently pending or contemplated against us, any of our officers or directors in their capacity as such or against any of our property.

Not applicable.

PART II

(a) Market Information.Information

There is a limited public market forShares of our common shares. Our common sharesstock are quoted on the OTCQB SheetsOTC Pink under the symbol “RZZN”. Trading in stocks quoted onAs of March 28, 2022, the OTCQBlast closing price of our securities was $3.00, with little to no quoting activity. There is often thinno established public trading market for our securities and is characterized by wide fluctuations ina regular trading prices due to many factors thatmarket may not develop, or if developed, may not be unrelated to a company’s operations or business prospects.  We cannot assure you that there will be a market insustained.

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

(b) Approximate Number of Holders of Common Stock

OTCQB securities areAs of March 28, 2022, there were approximately 313 shareholders of record of our common stock. Such number does not listedinclude any shareholders holding shares in nominee or traded on the floor of an organized national or regional stock exchange. Instead, OTCQB securities transactions are conducted through a telephone and computer network connecting dealers in stocks. OTCQB issuers are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.“street name”.

Holders(c) Dividends

AsHolders of May 10, 2018, there were approximatelythirty two (32) record holdersour common stock are entitled to receive such dividends as may be declared by our board of an aggregate of 7,285,000 shares of Common Stock issued and outstanding.

Dividends

The Company has notdirectors. We paid any cashno dividends to date and does notduring the periods reported herein, nor do we anticipate or contemplate paying any dividends in the foreseeable future. It is the present intention of management to utilize all available funds for the development of the Company's business.

(d) Equity Compensation Plan Information

None.

(e) Recent Sales of Unregistered Securities

None.

 (f) Securities Authorized for Issuance under Equity Compensation Plans

None. 

Not applicable.

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

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. The words "believe," "expect," "anticipate," "project," "target," "optimistic," "intend," "aim," "will" or similar expressions are intended to identify forward-looking statements. Such statements include, among others, those concerning our expected financial performance and strategic and operational plans, as well as all assumptions, expectations, predictions, intentions or beliefs about future events. These statements are based on the beliefs of our management as well as assumptions made by and information currently available to us and reflect our current view concerning future events. As such, they are subject to risks and uncertainties that could cause our results to differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, among many others: our ability to consummate a successful business transaction; uncertainty of capital resources; the speculative nature of our business; our ability to successfully implement new strategies; the loss of key personnel; any of the factors in the "Risk Factors" section of this report; and any statements of assumptions underlying any of the foregoing. We assume no obligation and do not intend to update these forward-looking statements, except as required by law.

By their nature, all forward looking statements involve risk and uncertainties. All phases of the Company's operations involve risks and uncertainties, many of which are outside of the Company's control, and any one of which, or a combination of which, could materially affect the Company's results of operations and whether the forward looking statements ultimately prove to be correct. Actual results may differ materially from those contemplated by the forward looking statements for a number of reasons.

Overview

The Company currently has no operations. Our plan is to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation. Our principal business objective will beis 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 can beis no assurance that we will be able to successfully acquire such company or any company in the Company will ever consummate a business combination and achieve long-term growth potential or immediate, short-term earnings from any business combination the Company enters into.near future.

RESULTS OF OPERATIONJialijia 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 shares (or 300,000 post-reverse split) (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 (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 year end January 31, 2018,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 and post-reverse basis.

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 and August 2021. 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 accumulated a deficit of $(63,032).  We anticipate that we will continuesufficient funds to incur substantial losses inoperate 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 [To come]

Our consolidated financial statements have been prepared assuming that weon 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 December 31, 2020, the Company had working capital deficit of $3,330,650 and has incurred losses since its inception resulting in an accumulated deficit of $4,875,603. Further losses are anticipated in the development of the business, raising substantial doubt about the Company’s ability to continue as a going concern. We expect we will require additional capitalThe consolidated 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 our long termits obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating requirements. We expect to raise additional capital through, among other things,costs over the salenext twelve months with loans from directors and/or private placements of equity or debt securities.

Years ended January 31, 2018 and January 31, 2017common stock.

Results of Operations [RevenueTo come]

Our RevenueFor The Year Ended December 31, 2021 Compared to the Year Ended December 31, 2020

The following table sets forth selected financial information from our statements of comprehensive loss for the years ended JanuaryDecember 31, 20182020 and January 31, 2017 were $0 and $5,100 respectively.2019:

Revenues 

Cost of Goods Sold

Our cost of goods soldThe Company did not commence operations and did not generate any revenues for the years ended JanuaryDecember 31, 20182020 and January 31, 2017 were $0 and $3,570 respectively.2019.

Gross ProfitOperating Expenses

Our gross profitOperating expenses for the years ended JanuaryDecember 31, 20182020 and January 31, 20172019, were $0$72,384 and $1,530$4,907,557, respectively.

Operating Expenses

Duringexpenses for the year ended JanuaryDecember 31, 2018 and January 31, 2017, we incurred2020, consisted solely of general and administrative expenses of $30,567$72,384. Operating expenses for the year ended December 31, 2019, consisted primarily of goodwill impairment of $3,962,424 arising from the acquisition of Rucheng Wenchuan, fixed assets impairment of $341,797 and $30,929 respectively. Generalgeneral and administrative expenses incurred generally related to financial and administrative contracted services, such as legal and accounting, developmental costs, and marketing expenses.  of $603,336.

Net Loss from operations

OurAs a result of the above factors, the Company incurred a net loss from operationsof $72,384 and $4,907,557 for the years ended JanuaryDecember 31, 20182020 and January 31, 2017 was $30,567 and $29,3992019, respectively.

Loss on disposition of fixed assetsForeign Currency Translation Gain (Loss)

DuringThe Company had $184,762 in foreign currency translation loss during the year ended JanuaryDecember 31, 2018 and January 31, 2017, we purchased fixed assets2020 as compared to $28,502 in the amount of $0 and $2,500 respectively. We recognized depreciation expense in the amount of $416 forforeign currency translation gain during the year ended JanuaryDecember 31, 2017. In December2019, reflecting a change of 2016 we disposed of all fixed assets and recognized a loss of $2,084 for$213,264. Such decrease in foreign currency translation gain was primarily caused by the year ended January 31, 2017.currency exchange rate fluctuation.

Net LossLiquidity and Capital Resources 

Our lossThe following summarizes the key component of our cash flows for the years ended JanuaryDecember 31, 20182020 and January 31, 2017 was $30,567 and $31,483 respectively.2019.

LIQUIDITY AND CAPITAL RESOURCES

As of January 31, 2018, our total assets were $0 compared to $0 in total assets at January 31, 2017. As of January 31, 2018 and January 31, 2017, our total liabilities were $31,332 and $765 respectively. We had a working capital deficit of $31,132 as of January 31, 2018 and a working capital deficit of $765 as of January 31, 2017.

Stockholders’ equity decreased from $(32,465) as of January 31, 2018 to $(63,032) as of Year ended January 31, 2017.

Cash Flows from Operating Activities

We have not generated positiveNet cash flows from operating activities. For the year ended Year ended January 31, 2018 and 2017, net cash flows used in operating activities was $(31,132) and $(28,218).$27,879 for the year ended December 31, 2020, compared to that of $216,088 for the year ended December 31, 2019. The decrease of $188,209 or 87.1% of net cash used in operating activities was primarily due to the decrease in net loss during the year ended December 31, 2020.

Cash Flows from Investing Activities

Net cash used in investing activities was $2,500 consisting of fixed assets purchased$0 and $135,935 for the years ended December 31, 2020 and 2019, respectively. Net cash used during the twelve month periodsyear ended Year ended JanuaryDecember 31, 2017.2019, was attributable to the acquisition of our subsidiary.

Cash Flows from Financing Activities

ForNet cash provided by financing activities was $40,649 and $352,448 for the years ending Januaryyear ended December 31, 20182020 and 2017 our2019, respectively, representing a decrease of $311,799 or 88.5%. The decrease in net cash provided fromby financing activities was $31,132primarily attributable to the decrease in advances from officers for working capital purpose and $24,658the decrease in capital contribution from sale of our common stock.

Working Capital:

As of December 31, 2020 and December 31, 2019, we had cash and cash equivalent of $13,933 and $395, respectively. As of December 31, 2020, we have incurred accumulated operating losses of $4,875,603 since inception. As of December 31, 2020 and December 31, 2019, we had working capital deficit of $3,330,650 and $3,088,770, respectively.

PLAN OF OPERATION AND FUNDINGGoing 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 consolidated 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 that working capital requirementsto 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 be funded throughfund its business by way of equity or debt financing and advances from related parties. Any inability to raise capital as needed would have a combinationmaterial adverse effect on our business, financial condition and results of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.operations.

Existing working capital, further advancesIf 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 debt instruments,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 anticipated cash flowassumptions 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 adequaterecovered 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 fund our operations overcommon stockholders by the next three months. Weweighted average number of common shares outstanding for the period. For the years ended December 31, 2020 and 2019, we did not have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) acquisition of inventory; (ii) developmental expenses associated with a start-up business; and (iii) marketing expenses. We intend to finance these expenses with further issuances ofany dilutive securities and debt issuances. Thereafter, we expect we will need to raise additional capitalother contracts that could, potentially, be exercised or converted into common stock and generate revenues to meet long-term operating requirements. Additional issuancesthen share in the earnings of equity or convertible debt securities willus. As a result, in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to ourdiluted loss per common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.share is the same as basic loss per common share for the periods.

OFF-BALANCE SHEET ARRANGEMENTSFair 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:

There were no assets or liabilities measured at fair value on a recurring basis subject to the disclosure requirements of ASC 820 as of December 31, 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 the date of this Annual Report, we do not have anyDecember 31, 2020 and December 31, 2019, there were no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.arrangements. 

Not applicable.We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

INDEX TO FINANCIAL STATEMENTS

FRUCI & ASSOCIATES II, PLLC

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and
Stockholders of Rizzen Inc.

Opinion on the Financial Statements

We haveThe audited the accompanying balance sheets of Rizzen Inc. (the Company) as of January 31, 2018 and 2017, and the related statements of operations, stockholders’ equity, and cash flows for each of the years in the two-year period ended January 31, 2018, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of Januaryfor the fiscal years ended December 31, 20182021, and 2017,2020, and the resultsnotes thereto are set forth on page F-1 through F-15 of its operations and its cash flows for each of the yearsthis Annual Report. The Company’s financial statements have been prepared in the two-year period ended January 31, 2018, in conformityaccordance with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements areU.S., or US GAAP, and pursuant to Regulation S-K as promulgated by the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.SEC. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Consideration of the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 5 to the financial statements, the Company has not yet established an ongoing source of revenues sufficient to cover its operating costs, which raises substantial doubt about its ability to continue as a going concern.  The financial statements do not include any adjustment that might result from the outcome of this uncertainty.

 /s/Fruci & Associates II, PLLC

Fruci & Associates II, PLLC

We have served as the Company’s auditor since 2017.

Spokane, WA

May 14, 2018

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

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

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

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

RIZZEN INC.

NOTES TO FINANCIAL STATEMENTS

Rizzen Inc. (the “Company”) was incorporated in Nevada on October 21, 2015. Our principal executive offices are located at Room 402, Unit B, Building 5,Guanghua Community, Guanghua Road, Tianning District, Changzhou, Jiangsu, China. Our phone number is0519-89801180.

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 and intended on selling, importing, and marketing our business to European and North American markets.

The Company now seeks 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.

At present, we have no employees. Our officers and directors are listed below.

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 years ended January 31, 2018 and 2017.

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 January 31, 2018 and 2017, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted loss per common share is the same as basic loss per common share for the period.

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

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.

As of January 31, 2018, and 2017, the Company had $200 and $765 in accrued liabilities, respectively.

Federal Income taxes are not currently due since we have had losses since inception.

On December 22, 2017 H.R. 1, originally known as the Tax Cuts and Jobs Act, (the “Tax Act”) was enacted.  Among the significant changes to the U.S. Internal Revenue Code, the Tax Act lowers the U.S. federal corporate income tax rate (“Federal Tax Rate”) from 35% to 21% effective  January 1, 2018.  The Company will compute its income tax expense for the  December 31, 2017 fiscal year using a Federal Tax Rate of 21%.

Income taxes are provided based upon the liability method of accounting pursuant to ASC 740-10-25 Income Taxes – Recognition.  Under this approach, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year-end.  A valuation allowance is recorded against deferred tax assets if management does not believe the Company has met the “more likely than not” standard required by ASC 740-10-25-5.

Deferred income tax amounts reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax reporting purposes.

Significant components of the deferred tax asset amounts at an anticipated tax rate of 21% for the period ended January 31, 2017 and 35% for the period ended December 31, 2016 are as follows:

As of January 31, 2018, we had a net operating loss carry-forward of approximately $(63,032) and a deferred tax asset of approximately $13,237 using the statutory rate of 21%. The deferred tax asset may be recognized in future periods, not to exceed 20 years.  However, due to the uncertainty of future events we have booked valuation allowance of $(13,237). 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 January 31, 2018, the Company had not taken any tax positions that would require disclosure under FASB ASC 740.

At January 31, 2018, the Company has net operating loss carryforwards of approximately $63,032 which will begin to expire in the year 2033.  The increase in the allowance account amount (and also in the deferred tax asset amount) from January 31, 2017 to January 31, 2018 was $2,199.

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 January 31, 2018, the Company had an accumulated deficit of $(63,032). 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 advance. 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.

NOTE 6 – CAPITAL STOCK

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 January 31, 2018 and January 31, 2017, the Company had 7,285,000 shares issued and outstanding.

NOTE 7 – RELATED PARTY TRANSACTIONS

In support of the Company’s efforts and cash requirements, it may rely on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by officers, directors, or shareholders. Amounts represent advances or amounts paid in satisfaction of liabilities. The advances are considered temporary in nature and have not been formalized by a promissory note.

Since October 21, 2015 (inception) through January 31, 2018, the Company’s sole officer and director loaned the Company $31,132 to pay for incorporation costs and operating expenses.  As of January 31, 2018, the amount outstanding was $31,1320. The loan is non-interest bearing, due upon demand and unsecured.

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 represented 82% of the outstanding common stock and resulted in a change in control.

NOTE 8 – SUBSEQUENT EVENTS

In accordance with ASC 855, the Company has analyzed its operations subsequent to January 31, 2018 through the date these financial statements were issued and has determined that it does not have any material subsequent events to disclose in these financial statements.

None.

Evaluation of Disclosure Controls and Procedures

Based on an evaluation of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended), as of JanuaryDecember 31, 2018,2021, the Company's Chief Executive Officer and Chief Financial Officer (its principal executive officer and principal financial and accounting officer, respectively) has concluded that the Company's disclosure controls and procedures were not effective at a reasonable assurance level.effective. 

Limitations on the Effectiveness of Controls

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all controls systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving its objectives.

Management's Report on Internal Control over Financial Reporting

The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Exchange Act Rule 13a-15(f). Internal control over financial reporting is a process used to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company's financial statements for external reporting in accordance with U.S. GAAP. Internal control over financial reporting includes policies and procedure that pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; provide reasonable assurance that transactions are recorded as necessary to permit preparation of our financial statements in accordance with U.S. GAAP; that our receipts and expenditures are being made only in accordance with the authorization of the Company's board of directors; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the Company's financial statements.

An internal control system over financial reporting has inherent limitations and may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, the risk.

Management, under the supervision and with the participation of the Company's Chief Executive Officer and Chief Financial Officer, has assessed the effectiveness of the Company’s internal control over financial reporting as of JanuaryDecember 31, 2018.2021. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO-2013) in Internal Control Integrated Framework. Because of the material weaknesses described in the following paragraphs, management believes that, as of JanuaryDecember 31, 2018,2021, the Company’s internal control over financial reporting was not effective based on those criteria.

Material weakness

Management identified two material weaknesses in the design and operation of its internal controls: (i) the failure to retain sufficient qualified accounting personnel to prepare financial statements in accordance with accounting principles generally accepted in the United States (including a qualified Chief Financial Officer); and (ii) the Company’s accounting department personnel has limited knowledge and experience in U.S. GAAP.

To remediate the material weaknesses identified in internal control over financial reporting, the Company intends to: (i) hire additional personnel with sufficient knowledge and experience in U.S. GAAP; and (ii) provide ongoing training courses in U.S. GAAP to existing personnel.personnel, as sufficient capital permits. The Company will continue to monitor and assess our remediation initiatives to ensure that the aforementioned material weaknesses are remediated.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the SEC that permit us to provide only management’s report in this annual report.

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 JanuaryDecember 31, 20182021, that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

None.

PART IIIItem 9C.    Disclosure Regarding Foreign Jurisdictions That Prevent Inspections.

None. 

PART III

Directors and Executive Officers

Our directorsdirector and executive officers as of January 31, 2018 wereare as follows:

Ms. Na,Jin, age 36 currently39, has served as our Director, CEO, CFO and Secretary since December 2016. Currently, she also serves as the Legal Representative for Changzhou Biekaishengmian E-commerce Co., Ltd. From March 2010 to September 2014, she served as Marketing Director for Hunan Resgreen Ecological Textile Inc. and was responsible for marketing operations. From September 2014 to February 2015 she worked as General Commander of Education Department for Beijing Zhangxin Communication Technology Co., Ltd. where she was responsible for training marketing teams. From February 2015 to May 2016, Ms. NaJin served as Marketing Director for Shandong Weikang Biotechnology Co., Ltd. where she was responsible for marketing operations. She received her High School Diploma from Henan Runan County High School.  Ms. Jin brings to the Board her deep marketing experience.