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

Note 7. Accrued Expenses

Accrued expenses consist of the following:

Note 8. Income Tax

United States

The Company was incorporated in the United States of America and is subject to United States federal taxation. No provisions for income taxes have been made, as there was no taxable income from U.S. operations for the 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 December 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 the three months ended March 31, 2020 and 2019.

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

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

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

As of March 31, 2020 and December 31, 2019, based on differences between financial reportingthe weight of available evidence, including cumulative losses in recent years and tax bases of assets and liabilities measured using enacted tax rates and laws that are expected to be in effect when differences are expected to reverse. As of October 31, 2017, we had a net operating loss carry-forward of approximately $(57,840) and a deferred tax asset of approximately $19,667 using the statutory rate of 34%. The deferred tax asset may be recognized in future periods, not to exceed 20 years.  However, due to the uncertaintyexpectations of future events we have booked valuation allowance of $(19,667) FASB ASC 740 prescribes recognition threshold and measurement attributes for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FASB ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. At October 31, 2017,taxable income, the Company had not taken any tax positions that would require disclosure under FASB ASC 740.

On December 28, 2016, the controlling shareholders of Rizzen Inc. (the “Company”), Alexander Deshin and Shuisheng Zhu sold to JLJ Group Corporation Limited, a Hong Kong registered corporation, (“JLJ”) 6 million shares of the Company’s restricted common stock which had previously been issued to Mr. Zhu and Mr. Deshin. The sale was the result of a privately negotiated transaction without the use of public dissemination of promotional or sales materials. The buyer representeddetermined that it was an accredited investormore likely than not that its deferred tax assets would not be realized and as such could bear the risk of such investment for an indefinite period of time and to affordhave a complete loss thereof. 100% valuation allowance associated with its deferred tax assets.

This resultedNote 9. Related Party Transactions and Balances

The related parties of the company with whom transactions are reported in a change in control. Wethese consolidated financial statements are inas follows:

Due to related parties:

Due to related parties were advances from its related parties for the processCompany’s purchase of analyzing the effectequipment and daily operating expenses. The balances are unsecured, non-interest bearing, and payable on the deferred tax asset and the numbers above may change as a result, however the Deferred Tax Asset (net) will remain unchanged.demand.

Note 10. Equity

The Company files an income tax return in the U.S. federal jurisdiction and may file income tax returns in various U.S. states and foreign jurisdictions. Generally, the Company is subject to income tax examinations by major taxing authorities during the three year period prior to the period covered by these financial statements.

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.

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 OctoberMarch 31, 2017,2020 and December 31, 2019, the Company had an accumulated deficit of $57,840. Management anticipates that fees associated with filing of Exchange Act reports including accounting fees635,296 and legal fees and payment of annual corporate fees will not exceed $75,000 within next 12 months. We do not currently intend to retain any entity to act as a "finder" to identify and analyze the merits of potential target businesses. Management intends to search for a business combination by contacting various sources including, but not limited to, our affiliates, lenders, investment banking firms, private equity funds, consultants and attorneys and does not plan to conduct a complete and exhaustive investigation and analysis of a business opportunity. Management decisions, therefore, will likely be made without detailed feasibility studies, independent analysis, market surveys and the like which, if we had more funds, would be desirable. If the management can find a suitable target company, we will have to budget for additional fees relating to the investigation into the target company (including due diligence and possibly visiting the facilities) and consummating the reverse merger, which may cost between $125,000 to $150,000. We expect that the expenses for the next 12 months and beyond such time will be paid with amounts that may be loaned to or invested in us by our stockholders, management or other investors. Since we have minimal assets and will continue to incur losses due to the expenses associated with being a reporting company under the Exchange Act, we may cease business operations if we do not timely consummate a business combination.

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

The Company has 75,000,000635,296 shares of common stock, authorized with a par value of $0.001 per share.issued and outstanding, respectively.

On January 13, 2016May 15, 2019, the Company issued 5,000,00040,855 shares of its common stock at $0.001a price per share for total proceeds of $5,000. On January 26, 2016$0.4 to nine (9) subscribers. From July 22, 2019 to July 29, 2019, the Company revised the subscription agreements with the 9 subscribers, which cancelled 739 shares and issued additional 17,321 shares to the 9 subscribers. In addition, the Company revised the issuance price to $0.6 per share.

In July, 2019, the Company entered into a securities subscription agreement (the “Subscription Agreement”) with each of fifty-four (54) investors (the “Investors”) who purchased an aggregate of 150,574 shares of the Company’s common stock at a price of $0.6 per share. Pursuant to each of the Subscription Agreements, the Company issued 1,000,000its shares of itscommon 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 $0.001a price of $0.2 per share for total proceeds of $1,000.  In June and July 2016,share.

During the year ended December 31, 2019, the Company issued 1,285,000entered into stock subscription agreements with 26 individuals, pursuant to which the Company agreed to issue an aggregate of 13,035 shares of itsthe Company’s common stock at $0.02for the purchase price of $0.6 per share for total proceedsshare. These shares were issued on November 24, 2019 and recorded as subscriptions receivable as of $25,700.March 31, 2020 and December 31, 2019.

As of December 14, 2017, the Company had 7,285,000March 31, 2020, Huazhongyun owned 300,000 shares issued and outstanding.

In support of the Company’s effortsCompany. These shares have been reclassified and cash requirements, it may rely on advances from related parties until such time thatrecorded as treasury stock at the Company can support its operations or attains adequate financing through salescost 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$0.4 per share, as a result of liabilities. The advances are considered temporary in nature and have not been formalized by a promissory note.  the Reverse Merger.

Since October 21, 2015 (inception) through December 28, 2016, the Company’s previous sole officer and director loaned the Company $1,042 to pay for incorporation costs and operating expenses.  As of January 31, 2017, the amount outstanding was $0. During the period ending October 31, 2017 the company’s officers advanced $23,366 for operating expenses as of October 31, 2017 the outstanding amount owed was $23,366.Note 11. Subsequent Events

On December 28, 2016,August 7, 2020, Jialijia Jixiang Investment (Changzhou) Co., Ltd. changed its name to Dajiwanqi Holding (Changzhou) Co., Ltd.

On June 30, 2020, the controlling shareholdersCompany entered into stock subscription agreements with 7 individuals, pursuant to which the Company agreed to issue an aggregate of Rizzen Inc. (the “Company”), Alexander Deshin and Shuisheng Zhu sold to JLJ Group Corporation Limited, a Hong Kong registered corporation, (“JLJ”) 6 million12,410 shares of the Company’s restricted common stock which had previously beenfor the purchase price of $0.6 per share. These shares were 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

on June 30, 2020.

In accordance with ASC 855, theThe Company has analyzed its operationsevaluated subsequent to October 31, 2017events through the date thesewhich the consolidated financial statements were issued, and has determined that it does not have any materialavailable to be issued. All subsequent events to discloserequiring recognition as of March 31, 2020 have been incorporated into these consolidated financial statements and there are no subsequent events that require disclosure in these financial statements.accordance with FASB ASC Topic 855, “Subsequent Events.”

Special Note Regarding Forward-Looking Statements

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

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.

The Company will attempt

Our principal business is to locate and negotiateachieve 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 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 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.

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 combination ofnext 12 months.

We have no assurance that target company withfuture 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 Company. The combination will normally take the form offuture, 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 merger, stock-for-stock exchange or stock-for-assets exchange (the "business combination"). In most instances the target company will wish to structure the business combination to be within the definition of a tax-free reorganization under Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended. No assurances can be given thatgoing concern basis which assumes the Company will be successfulable to realize its assets and discharge its liabilities in locating or negotiating withthe normal course of business 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 target business.adjustment that might result from the outcome of this uncertainty.

The Company has not restricted its search for any specific kind of businesses, and it may acquireability to continue as a business whichgoing concern is in its preliminary stage, which is already in operation, or in essentially any stage of its business life. It is impossible to predict the status of any business in whichdependent upon the Company may become engaged,generating profitable operations in that suchthe future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business may needoperations when they come due. Management intends to seek additional capital, may desire to have its shares publicly traded, finance operating costs over the next twelve months with loans from directors and/or may seek other perceived advantages which the Company may offer.private placements of common stock.

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

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

Results of Operations

Nine monthsThree Months Ended OctoberMarch 31, 20172020 Compared to the Three Months Ended March 31, 2019

Revenues

For the three months periods ended OctoberThe following table provides selected financial data about our company as of March 31, 20172020 and 2016, our revenues were $0 and $0 respectively. We are completely dependent upon the willingness of our management to fund our initial operations by way of loans or capital contributions from our majority shareholders.

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

2019.

Operating ExpensesResults of Operations for the

Revenues

ForThe Company did not commence operations and did not generate any revenues for the three months ended OctoberMarch 31, 20172020 and 2016, General and administrative2019.

Operating Expenses

Operating expenses were $5,759 and $7,738 respectively.

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

Net Loss

Forfor the three months ended OctoberMarch 31, 20172020 and 2016, our net losses2019, were $5,759$13,119 and $7,738$4,044,233, respectively.

For Operating expenses for the ninethree months ended OctoberMarch 31, 20172020, consisted solely of general and 2016, ouradministrative expenses of $13,119. Operating expenses for the three 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 of $81,809.

Net Loss

As a result of the above factors, the Company incurred a net losses were $25,375loss of $13,119 and $12,703$4,044,233 for the three months ended March 31, 2020 and 2019, 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 $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 accompanying financial statementsfollowing summarizes the key component of our cash flows for the three months ended March 31, 2020 and 2019.

Net cash used in operating activities was $3,344 for the three months ended March 31, 2020, compared to that of $37,505 for the three months ended March 31, 2019. The decrease of $34,161 or 91.08% of net cash used in operating activities was primarily due to the decrease in net loss and non-cash items including depreciation and goodwill impairment during the three months ended March 31, 2020.

Net cash used in investing activities was $0 and $141,578 for the three months ended March 31, 2020 and 2019, respectively. Net cash used during the three months ended March 31, 2019, was attributable to the acquisition of our subsidiary.

Net cash provided by financing activities was $4,712 and $179,179 for the three months ended March 31, 2020 and 2019, respectively, representing a decrease of $174,467 or 97.37%. The decrease in net cash provided by financing activities was primarily attributable to the decrease in advances from officers for working capital purpose.

Working Capital:

As of March 31, 2020 and December 31, 2019, we had cash and cash equivalent of $1,733 and $395, respectively. As of March 31, 2020, we have been prepared in conformity with generally accepted accounting principles, which contemplate continuationincurred accumulated operating losses of the Company$4,818,505 since inception. As of March 31, 2020 and December 31, 2019, we had working capital deficits of $3,046,373 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. As of October 31, 2016, we had cash of $16,973 and total liabilities of $1,042. Our cash flows from operating activities for the nine months ended October 31, 2016 was $(12,287). Our cash flow provided by financing activities for the nine months ended October 31, 2016 was $25,700. The Company hadability to continue as a workinggoing concern is dependent on raising capital s of $15,931 and shareholders’ equity of $19,057 at October 31, 2016.

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

Over the next 12 months we expect to expend approximately $10,000 in cash for legal, accounting and related services. Cash used for other expenditures is expected to be minimal. We hope to be able to attract suitable investors for ourits initial business plan which willand ultimately to attain profitable operations. These financial statements do not require usinclude any adjustments relating to use our cash, although there can be no assurancesthe recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that we will be successful in these efforts.might result from this uncertainty.

We expect to incur marketing and professional and administrative expenses as well expenses associated with maintaining our filings with the Commission. We will require additional funds during this time and will seek to raise the necessary additional capital. If we are unable to obtain additional financing, we may be ablerequired to secure capital throughreduce the scope of our business development activities, which could harm our business plans, financial condition and operating results. Additional funding may not be available on favorable terms, if at all. We intend to continue to fund its business by way of equity or debt financing and advances from our existing shareholder in order to pay expenses such as filing fees, accounting fees and legal fees. We believe it will be difficult to secure capital in the future because we have no assets to secure debt and there is currently no trading market for our securities. We will need additional capital in the next twelve months and if we cannot raise such capital on acceptable terms, we may have to curtail our operations or terminate our business entirely.

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

If we raise additional capital through the sale of equity or convertible debt securities, the issuance of such securities may result in dilution to existing stockholders. If wecannot raise additional funds, through the issuance of debt securities, these securities maywe will have rights, preferences and privileges senior to holders ofcease business operations. As a result, our common stock 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 termsreported 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 debttime 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 impose restrictions on our operations. Regardlessdiffer 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 whether our cashASC 740, deferred tax assets proveand 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 inadequaterecovered 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 meet our operational needs,common stockholders by the weighted average number of common shares outstanding for the period. For the three months ended March 31, 2020 and 2019, we may seek to compensate providersdid 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 services by issuing stock in lieuus. As a result, diluted loss per common share is the same as basic loss per common share for the periods.

Fair values of cash, which may also result in dilution to existing stockholders.

Operating Capital and Capital Expenditure Requirementsfinancial instruments

Our controlling shareholder expects

ASC 820 defines fair value as the exchange price that would be received for an asset or paid to advance us additional fundingtransfer a liability (an exit price) in the principal or most advantageous market for operating coststhe asset or liability in orderan orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to implement our business planmaximize 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 an as needed basis. As such, our operating capital is currently limiteda recurring basis subject to the resourcesdisclosure requirements of our controlling shareholderASC 820 as of March 31, 2020 and are subject to our shareholder’s continued willingness to provide additional loans. The loans from our controlling shareholder are unsecuredDecember 31, 2019.

Recent Accounting Pronouncements

Management has evaluated all the recently issued accounting pronouncements and non-interest bearingdoes not believe that they will have a material effect on the Company’s financial position and have no set termsresults of repayment. We anticipate receiving additional capital should we be able to have our securities actively trading on a public exchange.operations.

Off-BalanceOff-balance Sheet Arrangements

We have not entered into anyAs of March 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 and would be considered material to investors.arrangements.

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

Evaluation of Disclosure Controls and Procedures

Based on an evaluationOur 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 October 31, 2017, 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.

result of the following material weaknesses:

Limitations on the Effectiveness of Controls

A control system, no matter how well conceivedOur management will continue to monitor and operated, can provide only reasonable, not absolute, assurance thatevaluate the objectiveseffectiveness 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 disclosureour internal controls and procedures are designedand our internal controls over financial reporting on an ongoing basis and is committed to provide reasonable assurance of achieving its objectives.

taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

Changes in Internal Control Over Financial ReportingControls

There have not been anyno changes in the Company’sour 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 OctoberMarch 31, 20172020 that hashave materially affected, or isare reasonably likely to materially affect, the Company’sour internal control over financial reporting.

PART II - OTHER INFORMATION

None.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 involved 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 of our properties is subject, which would reasonably be likely to have a material adverse effect on us.

We areAs a smaller“smaller reporting company and, therefore,company”, we are not required to provide the information required by this Item.

None.

None.

Not applicable.Applicable.

None.

*    Filed herewith.

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 thereunto duly authorized.