VNOV 10-Q
VitaNova Life Sciences Corp (VNOV)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
For the quarterly period ended
For the transition period from __________ to __________
Commission File Number:
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation or Organization) | (IRS Employer Identification Number) |
| (Address of principal executive offices) | (Zip Code) |
Tel: +1-
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Name of each exchange on which registered |
| N/A | N/A |
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically
every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or . See the definitions of ” large accelerated filer “, “accelerated filer”, “non-accelerated filer”, “emerging growth company” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer ☐ | Accelerated filer ☐ | Emerging growth company |
Smaller reporting company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act). Yes ☐ No
The number of shares of the issuer’s common stock issued and outstanding was , as of February 26, 2025.
QUARTERLY REPORT ON FORM 10-Q
TABLE OF CONTENTS
| 2 |
PART 1 – FINANCIAL INFORMATION
| ITEM 1. | FINANCIAL STATEMENTS |
The accompanying interim consolidated financial statements of Yijia Group Corp. (“the Company”, “we”, “us” or “our”) have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with United States generally accepted principles have been condensed or omitted pursuant to such rules and regulations.
The interim consolidated financial statements are condensed and should be read in conjunction with the Company’s latest annual consolidated financial statements.
In the opinion of management, the consolidated financial statements contain all material adjustments, consisting only of normal adjustments considered necessary to present fairly the financial condition, results of operations, and cash flows of the Company for the interim periods presented.
| 3 |
YIJIA GROUP CORP.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
| January 31, 2025 | April 30, 2024 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable | ||||||||
| Advances to vendors | ||||||||
| Inventories | ||||||||
| Other current assets | ||||||||
| Total current assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT) | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Other current liabilities | ||||||||
| Amounts due to a related party | ||||||||
| Income tax payable | ||||||||
| Total current liabilities | ||||||||
| TOTAL LIABILITIES | ||||||||
| Commitments and Contingencies | ||||||||
| Shareholders’ equity: | ||||||||
| Ordinary shares, $ par value; shares authorized; shares issued and outstanding as of January 31, 2025 and April 30, 2024 | ||||||||
| Additional paid in capital | ||||||||
| Shares to be issued – and shares of ordinary shares | ||||||||
| Retained earnings | ||||||||
| Total Shareholders’ Equity | ||||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | $ | ||||||
The accompanying notes are an integral part of these interim unaudited consolidated financial statements.
| 4 |
YIJIA GROUP CORP.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED JANUARY 31, 2025 AND 2024 (UNAUDITED)
| Three months ended January 31, | Nine months ended January 31, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenue, net | $ | $ | $ | $ | ||||||||||||
| Cost of revenue | ( | ) | ( | ) | ||||||||||||
| Gross profit | ||||||||||||||||
| Operating expenses | ||||||||||||||||
| Sales and distribution expenses | ( | ) | ( | ) | ||||||||||||
| Personnel and benefit costs | ( | ) | ( | ) | ||||||||||||
| General and administrative expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total operating expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income (loss) from operations | ( | ) | ||||||||||||||
| Other income (expense): | ||||||||||||||||
| Other income | ||||||||||||||||
| Interest expenses | ( | ) | ( | ) | ||||||||||||
| Total other expense, net | ( | ) | ( | ) | ||||||||||||
| Income (loss) before income tax | ( | ) | ||||||||||||||
| Income tax expense | ( | ) | ( | ) | ||||||||||||
| Net income (loss) | $ | $ | $ | $ | ( | ) | ||||||||||
| Income (loss) per share, basic and diluted | $ | $ | ) | $ | ) | $ | ) | |||||||||
| Weighted average number of shares outstanding, basic and diluted | ||||||||||||||||
The accompanying notes are an integral part of these interim unaudited consolidated financial statements.
| 5 |
YIJIA GROUP CORP.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)
FOR THE NINE MONTHS ENDED JANUARY 31, 2025 AND 2024 (UNAUDITED)
| Ordinary shares | ||||||||||||||||||||||||
| No. of shares | Amount | Additional paid-in capital | Shares to be issued | Retained
earnings (accumulated deficit) | Total shareholders’ equity (deficit) | |||||||||||||||||||
| Balance as of May 1, 2024 | $ | $ | $ | $ | $ | |||||||||||||||||||
| Share-based compensation – 15,000 shares | – | |||||||||||||||||||||||
| Net loss for the period | – | ( | ) | ( | ) | |||||||||||||||||||
| Balance as of July 31, 2024 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||
| Share-based compensation – 15,000 shares | – | |||||||||||||||||||||||
| Net income for the period | – | |||||||||||||||||||||||
| Balance as of October 31, 2024 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||
| Share-based compensation – 15,000 shares | – | |||||||||||||||||||||||
| Net income for the period | – | |||||||||||||||||||||||
| Balance as of January 31, 2025 | $ | $ | $ | $ | $ | |||||||||||||||||||
| Balance as of May 1, 2023 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
| Net loss for the period | – | ( | ) | ( | ) | |||||||||||||||||||
| Balance as of July 31, 2023 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
| Net loss for the period | – | ( | ) | ( | ) | |||||||||||||||||||
| Balance as of October 31, 2023 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
| Shares issued under the private placement | ||||||||||||||||||||||||
| Net income for the period | – | |||||||||||||||||||||||
| Balance as of January 31, 2024 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||
The accompanying notes are an integral part of these interim unaudited consolidated financial statements.
| 6 |
YIJIA GROUP CORP.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED JANUARY 31, 2025 AND 2024 (UNAUDITED)
| Nine months ended January 31, | ||||||||
| 2025 | 2024 | |||||||
| Cash flows from operating activities: | ||||||||
| Net income (loss) | $ | $ | ( | ) | ||||
| Adjustment to reconcile net income (loss) used in operating activities: | ||||||||
| Interest expenses | ||||||||
| Share-based compensation | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Inventories | ( | ) | ||||||
| Accounts receivable | ( | ) | ||||||
| Advances to vendors | ( | ) | ||||||
| Deposit and other receivables | ( | ) | ||||||
| Other current assets | ||||||||
| Accounts payable and accrued liabilities | ( | ) | ||||||
| Other current liabilities | ( | ) | ||||||
| Income tax payable | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from financing activity: | ||||||||
| Interest paid | ( | ) | ||||||
| Proceeds from private offering | ||||||||
| Proceeds from a related party | ||||||||
| Net cash provided by financing activity | ||||||||
| Net change in cash | ( | ) | ||||||
| Cash, beginning of period | ||||||||
| Cash, end of period | $ | $ | ||||||
| SUPPLEMENTAL CASH FLOW INFORMATION: | ||||||||
| Interest paid | $ | $ | ||||||
| Income taxes paid | $ | $ | ||||||
The accompanying notes are an integral part of these interim unaudited consolidated financial statements.
| 7 |
YIJIA GROUP CORP.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS
Yijia Group Corp. (“the Company” or “YJGJ”) was incorporated on January 25, 2017 under the laws of the State of Nevada, United States of America, formerly known as Soldino Group Corp.
The Company has currently commenced its operation
in the rendering of consulting advisory services in management business, accounting and finance services; and provides healthcare products
and health consultation services to domestic and international customers.
The details of the Company’s subsidiary are described below:
| Name |
Place of incorporation and kind of legal entity |
Principal activities and place of operation |
|
Particulars of issued/ registered share capital |
|
Effective interest Held | ||
YJGJ and its subsidiary are hereinafter referred to as (the “Company”).
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared by management in accordance with both accounting principles generally accepted in the United States (“GAAP”), and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Certain information and note disclosures normally included in audited consolidated financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. The unaudited condensed consolidated financial statements are presented in US dollars, which is the Company’s functional currency.
In the opinion of management, the condensed balance sheet as of April 30, 2024 which has been derived from audited consolidated financial statements and these unaudited condensed consolidated financial statements reflect all normal and considered necessary to state fairly the results for the periods presented. The results for the period ended January 31, 2025 are not necessarily indicative of the results to be expected for the entire fiscal year ending April 30, 2025 or for any future period.
These unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the Management’s Discussion and the audited consolidated financial statements and notes thereto included in the Annual Report on Form 10-K for the year ended April 30, 2024, filed with the SEC on July 29, 2024.
| 8 |
Principles of Consolidation
The unaudited condensed consolidated financial statements include the financial statements of the Company and its subsidiary. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation.
Reclassifications
Certain amounts on the prior year’s unaudited condensed consolidated balance sheets, unaudited condensed consolidated statements of operations and cash flows were reclassified to conform to current-year presentation, with no effect on ending stockholders’ equity.
Use of Estimates and Assumptions
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates.
Significant areas for which management uses estimates include:
| · | sales returns at point in time and allowances; | |
| · | inventory; | |
| · | income tax valuation allowances |
These estimates require the use of judgment as future events, and the effect of these events cannot be predicted with certainty. The estimates will change as new events occur, as more experience is acquired and as more information is obtained. We evaluate and update our assumptions and estimates on an ongoing basis and we may consult outside experts to assist as considered necessary.
Revenue Recognition
| · | identify the contract with a customer; | |
| · | identify the performance obligations in the contract; | |
| · | determine the transaction price; | |
| · | allocate the transaction price to performance obligations in the contract; and | |
| · | recognize revenue as the performance obligation is satisfied. |
Currently, the Company operates in two business segments.
The Consulting Service Segment mainly provides consulting advisory services in management, business, accounting and finance; and the Healthcare
Segment mainly provides healthcare products and health consultation services to customers.
The sale and distribution of healthcare products, such as Nicotinamide Riboside capsules, has only one performance obligation under the fixed-fee arrangements. Revenue is recognized from the sale of their healthcare products upon delivery to the customers, whereas the title and risk of loss are fully transferred to customers.
| 9 |
Shipping term under Ex Works (“EXW”), the Company fulfills the obligation to deliver when the products are available on their premises, i.e. the warehouse. Customers are responsible for all transportation costs, risk of loss, and any other costs that point onward.
Revenue is earned from the rendering of consulting advisory services to customers. The Company recognizes services revenue over the period in which such services are performed and billed to the customer, pursuant to the fulfillment of service terms in the agreement.
Disaggregation of Revenue
The following table provides information about disaggregated revenue from customers into the nature of the products and services provided, and the related timing of revenue recognition:
| For the three months ended January 31, | For the nine months ended January 31, | |||||||||||||||||
| Type of products or services | Timing of revenue recognition | 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Consultancy service fee income | Services transferred over time | $ | $ | $ | $ | |||||||||||||
| Sales of healthcare products | Goods transferred at a point in time | |||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||
Recent Accounting Standard Adopted
In June 2016, the FASB issued ASC Update No. 2016-13, (Topic 326), Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments. This ASC update introduces new guidance for the accounting for credit losses on financial instruments within its scope. A new model, referred to as the current expected credit losses model, requires an entity to determine credit-related impairment losses for financial instruments held at amortized cost and to estimate these expected credit losses over the life of an exposure (or pool of exposures). The estimate of expected credit losses should consider both historical and current information, reasonable and supportable forecasts, as well as estimates of prepayments. The estimated credit losses and subsequent adjustment to such loss estimates, will be recorded through an allowance account which is deducted from the amortized cost of the financial instrument, with the offset recorded in current earnings. ASC No. 2016-13 also modifies the impairment model for available-for-sale debt securities. The new model will require an estimate of expected credit losses only when the fair value is below the amortized cost of the asset, thus the length of time the fair value of an available-for-sale debt security has been below the amortized cost will no longer affect the determination of whether a credit loss exists. In addition, credit losses on available-for-sale debt securities will be limited to the difference between the security’s amortized cost basis and its fair value. The updated guidance is effective for all entities other than public companies’ fiscal years beginning after December 15, 2022. The Company has adopted this accounting standard, effective April 1, 2023 and concluded that the adoption did not have a material effect on the Company’s financial condition, results of operations, and cash flows.
Accounting Standards Issued but Not Yet Adopted
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amended guidance requires incremental reportable segment disclosures, primarily about significant segment expenses. The amendments also require entities with a single reportable segment to provide all disclosures required by these amendments, and all existing segment disclosures. The amendments will be applied retrospectively to all prior periods presented in the financial statements and is effective for fiscal years beginning after December 15, 2023, and interim periods in fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently in the process of evaluating the impact this amended guidance may have on the footnotes to its unaudited condensed consolidated financial statements.
| 10 |
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amended guidance enhances income tax disclosures primarily related to the effective tax rate reconciliation and income taxes paid information. This guidance requires disclosure of specific categories in the effective tax rate reconciliation and further information on reconciling items meeting a quantitative threshold. In addition, the amended guidance requires disaggregating income taxes paid (net of refunds received) by federal, state, and foreign taxes. It also requires disaggregating individual jurisdictions in which income taxes paid (net of refunds received) is equal to or greater than 5 percent of total income taxes paid (net of refunds received). The amended guidance is effective for fiscal years beginning after December 15, 2024. The guidance can be applied either prospectively or retrospectively. The Company is currently in the process of evaluating the impact this amended guidance may have on the footnotes to our unaudited condensed consolidated financial statements.
Except for the above-mentioned pronouncements, there are no new recently issued accounting standards that will have a material impact on the unaudited condensed consolidated balance sheets, statements of operations and cash flows.
NOTE 3 — SEGMENT REPORTING
Currently, the Company has two reportable business segments:
| (i) | Consulting Service Segment, mainly provides consulting advisory services in management business, accounting and financial services; and |
| (ii) | Healthcare Segment, mainly provides healthcare products to customers, most of them are distributors. |
In the following table, revenue is disaggregated by primary major product line, including a reconciliation of the disaggregated revenue with the reportable segments. For the three and nine months ended January 31, 2024, healthcare segment did not generate any revenue, all the revenue was generated from consulting service segment.
| Three Months ended January 31, 2025 | ||||||||||||
| Healthcare Segment | Consulting Service Segment | Total | ||||||||||
| Revenue from external customers: | ||||||||||||
| Consulting service income | $ | $ | $ | |||||||||
| Sale of healthcare products | ||||||||||||
| Total revenue | ||||||||||||
| Cost of revenue: | ||||||||||||
| Consulting service income | ||||||||||||
| Sale of healthcare products | ( | ) | ( | ) | ||||||||
| Total cost of revenue | ( | ) | ( | ) | ||||||||
| Gross profit | ||||||||||||
| Operating Expenses | ||||||||||||
| Selling and distribution | ( | ) | ( | ) | ||||||||
| Personal and benefit costs | ( | ) | ( | ) | ( | ) | ||||||
| General and administrative | ( | ) | ( | ) | ( | ) | ||||||
| Total operating expenses | ( | ) | ( | ) | ( | ) | ||||||
| Segment income (loss) | $ | $ | ( | ) | $ | |||||||
| 11 |
| Nine Months ended January 31, 2025 | ||||||||||||
| Healthcare Segment | Consulting Service Segment | Total | ||||||||||
| Revenue from external customers: | ||||||||||||
| Consulting service income | $ | $ | $ | |||||||||
| Sale of healthcare products | ||||||||||||
| Total revenue | ||||||||||||
| Cost of revenue: | ||||||||||||
| Consulting service income | ||||||||||||
| Sale of healthcare products | ( | ) | ( | ) | ||||||||
| Total cost of revenue | ( | ) | ( | ) | ||||||||
| Gross profit | ||||||||||||
| Operating Expenses | ||||||||||||
| Selling and distribution | ( | ) | ( | ) | ||||||||
| Personal and benefit costs | ( | ) | ( | ) | ( | ) | ||||||
| General and administrative | ( | ) | ( | ) | ( | ) | ||||||
| Total operating expenses | ( | ) | ( | ) | ( | ) | ||||||
| Segment income (loss) | $ | $ | ( | ) | $ | |||||||
The below revenues are based on the countries in which the customers are located. Summarized financial information concerning the geographic segments is shown in the following tables:
| Three Months ended January 31, | Nine Months ended January 31, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| China | $ | $ | $ | $ | ||||||||||||
| Hong Kong | ||||||||||||||||
| United States of America | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||
NOTE 4 － ACCOUNTS RECEIVABLE
| January 31, 2025 | April 30, 2024 | |||||||
| Accounts receivable | $ | $ | ||||||
| Less: allowance for expected credit losses | ||||||||
| Total | $ | $ | ||||||
For the nine months ended January 31, 2025 and 2024,
| 12 |
The Company generally conducts its business with creditworthy third parties. The Company determines, on a continuing basis, the probable losses and an allowance for expected credit losses, based on several factors including internal risk ratings, customer credit quality, payment history, historical bad debt/write-off experience and forecasted economic and market conditions. Accounts receivable are written off after exhaustive collection efforts occur and the receivable is deemed uncollectible. In addition, receivable balances are monitored on an ongoing basis and its exposure to bad debts is not significant.
NOTE 5 － INVENTORIES
Inventories comprised of the following:
| January 31, 2025 | April 30, 2024 | |||||||
| Finished goods – Gene Code NR Capsules | $ | $ | ||||||
For the nine months ended January 31, 2025 and 2024,
NOTE 6－ INCOME TAX EXPENSE
The income tax provision for the nine months ended January 31, 2025 and 2024, consists of the following:
| Nine Months ended January 31, | ||||||||
| 2025 | 2024 | |||||||
| Federal | ||||||||
| Current | $ | $ | ||||||
| Deferred | ||||||||
| State | ||||||||
| Current | ||||||||
| Deferred | ||||||||
| Income tax provision | $ | $ | ||||||
The deferred tax assets as of January 31, 2025 and
April 30, 2024 were $
| 13 |
A reconciliation of the federal income tax rate to the Company’s effective tax rate for the nine months ended January 31, 2025 and 2024, consists of the following:
| Nine months ended January 31, | ||||||||
| 2025 | 2024 | |||||||
| Statutory federal income tax rate | ||||||||
| Deferred tax asset | ( | |||||||
| Change in valuation allowance | ( | |||||||
| Adjustment to current year taxes | ( | |||||||
| Effective Tax Rate | ||||||||
The effective tax rate differs from the statutory tax rate of 21% for the nine months ended January 31, 2025 and 2024, primarily due to the adjustment to current year taxes and valuation allowance on the deferred tax assets.
NOTE 7 － RELATED PARTY BALANCES AND TRANSACTIONS
Nature of relationships with related parties
| Name of related party | Relationship with the Company | |
| Qiuping Lu (“Ms. Lu”) | Chief Executive Officer and Director of the Company | |
| Ruiming Zhou (“Mr. Zhou”) | Director of the Company | |
| Steve Niu (“Mr. Niu”) | Chief Financial Officer of the Company | |
| Triangle Accounting Inc. | An entity controlled by Steve Niu |
In June 2024, Ms. Lu, Chief Executive Officer and
Director of the Company, loaned the Company an aggregate principal amount of $
In August 2024, Ms. Lu, Chief Executive Officer and
Director of the Company, loaned the Company an aggregate principal amount of $
In September 2024, Ms. Lu, Chief Executive Officer
and Director of the Company, loaned the Company an aggregate principal amount of $
On January 8, 2024, the Company granted 5,000 shares of common stocks issuable per month in total of shares of common stock to the Chief Financial Officer - Steve Niu at fair value of $0.05 per share, subject to vesting condition in completion of one year of service. For the nine months ended January 31, 2025 and 2024, the Company recognized share-based compensation in the amount of $ and $, respectively. As of January 31, 2025 and April 30, 2024, the Company’s common stock issuable totaled and shares, respectively.
On January 1 2025, the Company renewed employment
contract with Mr. Niu, which Mr. Niu shall continue serve as Chief Financial Officer with monthly compensation of $2,000 for his service.
For the nine months ended January 31, 2025 and 2024, the Company recognized compensation in the amount of $ and $, respectively.
As of January 31, 2025 and April 30, 2024, the Company’s salary payable to Mr. Niu was $
| 14 |
NOTE 8 － CONCENTRATIONS OF RISK
The Company is exposed to the following concentrations of risk:
| (a) | Cash |
The Company maintains cash with banks in the United
States of America (“USA”). Should any bank holding cash become insolvent, or if the Company is otherwise unable to withdraw
funds, the Company would lose the cash with that bank; however, the Company has not experienced any losses in such accounts and believes
it is not exposed to any significant risks on its cash in bank accounts. In the United States, the standard insurance amount is $
Financial instruments that potentially subject the
Company to significant concentrations of credit risk are cash. As of January 31, 2025 and April 30, 2024, $
| (a) | Major customers |
For the three and nine months ended January 31, 2025, the individual customers who accounted for 10% of the Company’s revenue and its outstanding receivables balance at period-end rates, as presented as follows:
| Three months ended January 31, 2025 | As of January 31, 2025 | |||||||||||
| Customer | Revenue | Percentage of revenue | Accounts receivable | |||||||||
| Customer C | $ | $ | ||||||||||
| Customer D | ||||||||||||
| Customer E | ||||||||||||
| $ | $ | |||||||||||
| Nine months ended January 31, 2025 | As of January 31, 2025 | |||||||||||
| Customer | Revenue | Percentage of revenue | Accounts receivable | |||||||||
| Customer A | $ | $ | ||||||||||
| Customer B | ||||||||||||
| Customer C | ||||||||||||
| Customer D | ||||||||||||
| $ | $ | |||||||||||
These customers are located in Hong Kong, China and the United States of America.
For the nine months ended January 31, 2024, there is one customer who accounted for 10% or more of the Company’s revenue.
| 15 |
| (b) | Major vendors |
For the three and nine months ended January 31, 2025,
there is one vendor who accounted for 100% and 100% of the Company’s purchase cost amounting to $
For the three and nine months ended January 31, 2024, there is no single vendor who accounted for more than 10% of the Company’s purchase.
The Company’s major vendors are located in United States of America.
NOTE 9－ COMMITMENTS AND CONTINGENCIES
As of January 31, 2025, the Company has no commitments or contingencies.
NOTE 10－ SUBSEQUENT EVENTS
In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before the unaudited condensed consolidated financial statements are issued, the Company has evaluated all events or transactions that occurred after January 31, 2025, up to the date that the unaudited condensed consolidated financial statements were available to be issued.
| 16 |
| ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
The following discussion and analysis of our results of operations and financial condition should be read together with our unaudited condensed consolidated financial statements and the notes thereto, which are included elsewhere in this report and our Annual Report on Form 10-K for the fiscal year ended April 30, 2024 (the “Annual Report”) filed with SEC. Our financial statements have been prepared in accordance with U.S. GAAP. In addition, our financial statements and the financial information included in this report reflect our organizational transactions and have been prepared as if our current corporate structure had been in place throughout the relevant periods.
Forward looking statement notice
Statements made in this Form 10-Q that are not historical or current facts are “forward-looking statements” made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the “Act”) and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” “approximate” or “continue,” or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management’s best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.
Financial information contained in this report and in our financial statements is stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.
Corporate Overview
Yijia Group Corp. (“the Company” or “YJGJ”) was incorporated on January 25, 2017 under the laws of the State of Nevada, United States of America, formerly known as Soldino Group Corp.
The Company has currently commenced its operation in the rendering of consulting advisory services in management business, accounting and finance services; and provides healthcare products and health consultation services to domestic and international customers.
Meanwhile, the Company continues to look for other opportunities which could potentially increase the profits of the Company in 2025.
Results of Operations
Currently, we commenced our operation in the rendering of business consulting service and marketing and supplying healthcare products to domestic and international customers.
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The following table sets forth certain operational data for the three and nine months ended January 31, 2025 and 2024:
| Three Months Ended January 31, | ||||||||
| 2025 | 2024 | |||||||
| Revenues | $ | 308,318 | $ | 26,100 | ||||
| Cost of revenue | (119,006 | ) | – | |||||
| Gross profit | 189,312 | 26,100 | ||||||
| Total operating expenses | (80,438 | ) | (20,152 | ) | ||||
| Income from operation | 108,874 | 5,948 | ||||||
| Other expense, net | (617 | ) | – | |||||
| Income before income tax | 108,257 | 5,948 | ||||||
| Income tax expense | (35,279 | ) | – | |||||
| Net income | $ | 72,978 | $ | 5,948 | ||||
| Nine Months Ended January 31, | ||||||||
| 2025 | 2024 | |||||||
| Revenues | $ | 708,913 | $ | 26,100 | ||||
| Cost of revenue | (290,594 | ) | – | |||||
| Gross profit | 418,319 | 26,100 | ||||||
| Total operating expenses | (292,259 | ) | (53,154 | ) | ||||
| Income (loss) from operation | 126,060 | (27,054 | ) | |||||
| Other expense, net | (2,442 | ) | – | |||||
| Income (loss) before income tax | 123,618 | (27,054 | ) | |||||
| Income tax expense | (73,204 | ) | – | |||||
| Net income (loss) | $ | 50,414 | $ | (27,054 | ) | |||
Revenue
For the three and nine months ended January 31, 2025, we generated revenues of $308,318 and $708,913, respectively. For the comparative three and nine months ended January 31, 2024, we generated revenues of $26,100 and $26,100, respectively. Our major customers are located in Hong Kong, China and the United States of America. Our revenue significantly increased by $282,218 and $682,813, or 1,081% and 2,616%, respectively due to the commencement of business of the healthcare products segment.
During the three and nine months ended January 31, 2025 and 2024, the nature of businesses and segment was shown as below:
Currently, the Company has two reportable business segments:
| (i) | Consulting Service Segment, mainly provides consulting advisory services in management business, accounting and financial services; and |
| (ii) | Healthcare Segment, mainly provides healthcare products and healthcare consultation services to the customers. |
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In the following table, revenue is disaggregated by primary major product line, including a reconciliation of the disaggregated revenue with the reportable segments. For the three and nine months ended January 31, 2025, healthcare segment did not generate any revenue, and all the revenue was generated from consulting services segment.
| Three Months ended January 31, 2025 | ||||||||||||
| Healthcare Segment | Consulting Service Segment | Total | ||||||||||
| Revenue from external customers: | ||||||||||||
| Consulting service income | $ | – | $ | 7,000 | $ | 7,000 | ||||||
| Sale of healthcare products | 301,318 | – | 301,318 | |||||||||
| Total revenue | 301,318 | 7,000 | 308,318 | |||||||||
| Cost of revenue: | ||||||||||||
| Consulting service income | – | – | – | |||||||||
| Sale of healthcare products | (119,006 | ) | – | (119,006 | ) | |||||||
| Total cost of revenue | (119,006 | ) | – | (119,006 | ) | |||||||
| Gross profit | 182,312 | 7,000 | 189,312 | |||||||||
| Operating Expenses | ||||||||||||
| Selling and distribution | (300 | ) | – | (300 | ) | |||||||
| Personal and benefit costs | (11,942 | ) | (37,529 | ) | (49,471 | ) | ||||||
| General and administrative | (4,734 | ) | (25,933 | ) | (30,667 | ) | ||||||
| Total operating expenses | (16,976 | ) | (63,462 | ) | (80,438 | ) | ||||||
| Segment income (loss) | $ | 165,336 | $ | (56,462 | ) | $ | 108,874 | |||||
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| Nine Months ended January 31, 2025 | ||||||||||||
| Healthcare Segment | Consulting Service Segment | Total | ||||||||||
| Revenue from external customers: | ||||||||||||
| Consulting service income | $ | – | $ | 10,838 | $ | 10,838 | ||||||
| Sale of healthcare products | 698,075 | – | 698,075 | |||||||||
| Total revenue | 698,075 | 10,838 | 708,913 | |||||||||
| Cost of revenue: | ||||||||||||
| Consulting service income | – | – | – | |||||||||
| Sale of healthcare products | (290,594 | ) | – | (290,594 | ) | |||||||
| Total cost of revenue | (290,594 | ) | – | (290,594 | ) | |||||||
| Gross profit | 407,481 | 10,838 | 418,319 | |||||||||
| Operating Expenses | ||||||||||||
| Selling and distribution | (7,489 | ) | – | (7,489 | ) | |||||||
| Personal and benefit costs | (48,404 | ) | (108,019 | ) | (156,423 | ) | ||||||
| General and administrative | (17,701 | ) | (110,646 | ) | (128,347 | ) | ||||||
| Total operating expenses | (73,594 | ) | (218,665 | ) | (292,259 | ) | ||||||
| Segment income (loss) | $ | 333,887 | $ | (207,827 | ) | $ | 126,060 | |||||
The revenues presented below are based on the countries in which the customers are located. Summarized financial information concerning the geographic segments is shown in the following tables:
| Three Months ended January 31, | Nine Months ended January 31, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| China | $ | 7,000 | $ | – | $ | 86,200 | $ | – | ||||||||
| Hong Kong | 105,000 | – | 305,773 | – | ||||||||||||
| United States of America | 196,318 | 26,100 | 316,760 | 26,100 | ||||||||||||
| $ | 308,318 | $ | 26,100 | $ | 708,913 | $ | 26,100 | |||||||||
Cost of revenue
Cost of revenue as a percentage of net revenue was approximately 39% and 41% for the three and nine months ended January 31, 2025, respectively. No cost of revenue was incurred for the three and nine months ended January 31, 2024. Cost of revenue increased by $119,006 and $290,594, or 100% and 100%, respectively is exclusively attributable to the commencement of business of healthcare product segment.
Gross profit
For the three months ended January 31, 2025 and 2024, the gross profit was $189,312 and $26,100, respectively, and the gross profit margin was 61% and 100%, respectively. For the nine months ended January 31, 2025 and 2024, the gross profit was $418,319 and $26,100, respectively, and the gross profit margin was 59% and 100%, respectively. The increase in gross profit margin for the periods ended January 31, 2025, compared to the same periods in 2024, is primarily attributable to the commencement in sales of healthcare products.
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Sales and distribution expenses
We incurred sales and distribution expenses of $300 and $Nil for the three months ended January 31, 2025 and 2024, respectively. We incurred sales and distribution expenses of $7,489 and $Nil for the nine months ended January 31, 2025 and 2024, respectively. The increase in sales and distribution expenses for the periods ended January 31, 2025, compared to the same periods in 2024, is primarily attributable to the increase in advertising expenses aligned with the newly healthcare products.
Personnel and benefit costs
We incurred personnel and benefit costs of $49,471 and $Nil for the three months ended January 31, 2025 and 2024, respectively. We incurred personnel and benefit costs of $156,423 and $Nil for the nine months ended January 31, 2025 and 2024, respectively. The increase in sales and distribution expenses for the periods ended January 31, 2025, compared to the same periods in 2024, is primarily attributable to the increase in the salaries of key management personnel.
General and administrative expenses
We incurred general and administrative expenses of $30,667 and $20,152 for the three months ended January 31, 2025 and 2024, respectively. General and administrative expenses increased by $10,515 or 52% for the three months ended January 31, 2025 compared to the same periods in 2024. We incurred general and administrative expenses of $128,347 and $53,154 for the nine months ended January 31, 2025 and 2024, respectively. General and administrative expenses increased by $75,193 or 141% compared to the same period in 2024. The increase in general and administrative expenses is primarily attributable to an increase in legal and professional fees.
Net income (loss)
As a result of the factors described above, we reported net income of $72,978 and $5,948 for the three months ended January 31, 2025 and 2024, respectively. For the nine months ended January 31, 2025 and 2024, the Company has a net income of $50,414 and a net loss of $27,054, respectively.
Liquidity and capital resources
On January 31, 2025, we had total current assets of $1,321,141, which consisted primarily of $405,173 in cash, $54,018 in accounts receivable, $671,782 in advances to vendor, $186,727 in inventories and $3,441 in other current assets. We had total current liabilities of $212,789, which consisted of $72,181 in accounts payable and accrued expenses, $2,795 in other current liabilities, $102,000 due to related parties and $35,813 in income tax payable.
On April 30, 2024, we had total current assets of $1,192,858, which consisted primarily of $593,036 in cash, $460,870 in advances to vendor, $132,873 in inventories and $6,079 in other current assets. We had total current liabilities of $136,920, which consisted of $60,749 in accounts payable and accrued expenses, $8,302 in other current liabilities, $3,000 due to related parties and $64,869 in income tax payable.
We have never paid dividends on our Common Stock. Our present policy is to apply cash to investments in product development, acquisitions or expansion; consequently, we do not expect to pay dividends on Common Stock in the foreseeable future.
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Cash Flows
The following table sets forth a summary of our cash flows for the periods indicated:
| Nine Months ended | ||||||||
| January 31, 2025 | January 31, 2024 | |||||||
| Net cash used in operating activities | $ | (286,363 | ) | $ | (184,695 | ) | ||
| Net cash provided by financing activities | 98,500 | 984,323 | ||||||
Operating Activities
For the nine months ended January 31, 2025, net cash used in operating activities was $286,363 which consisted primarily of a net income of $50,414, increase in accounts receivable of $54,018, increase in advances to vendor of $210,912, increase in inventories of $53,854, decrease in other current liabilities of $5,507 and decrease in income tax payable of $29,056. The amounts were partially offset by adjusted non-cash item consisting of share-based compensation of $2,000, interest expense of $2,938, decrease in other current assets of $2,638 and increase in accounts payable and accrued expenses of $8,995.
For the nine months ended January 31, 2024, net cash flows used in operating activities was $184,695, which consisted primarily of a net loss of $27,054, an increase in deposit and other receivables of $156,000 and a decrease in accrued liabilities and other payables of $1,641.
Financing Activities
For the nine months ended January 31, 2025, net cash provided by financing activities was $98,500, which consisted primarily of proceed from a related party of $99,000 and interest paid of $500.
For the nine months ended January 31, 2024, net cash provided by financing activities was $984,323, which consisted primarily of proceed from private offering of $957,051 and advances from related parties of $27,272.
Limited operating history; need for additional capital
There is no historical financial information about us upon which to base an evaluation of our performance. We are in a start-up stage of operations and have generated limited revenues since inception. We cannot guarantee that 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 and possible cost overruns due to price and cost increases in services and products.
Off-Balance Sheet Arrangements
As of January 31, 2025, the Company did not have any off-balance sheet arrangements that had or were reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
Contractual Obligations and Commercial Commitments
We had no contractual obligations and commercial commitments as of January 31, 2025.
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| ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
None.
| ITEM 4. | CONTROLS AND PROCEDURES |
Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, 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 supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of January 31, 2025. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as 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.
The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our Board of Directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; and (2) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by our Chief Executive Officer and Chief Financial Officer in connection with the review of our financial statements as of January 31, 2025.
Management believes that the material weaknesses set forth in items (2) and (3) above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our Board of Directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.
Changes in Internal Controls over Financial Reporting
There was no change in our internal control over financial reporting that occurred during the period covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. We are aware that any system of controls, however well designed and operated, can only provide reasonable, and not absolute, assurance that the objectives of the system are met, and that maintenance of disclosure controls and procedures is an ongoing process that may change over time.
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PART II – OTHER INFORMATION
| ITEM 1. | LEGAL PROCEEDINGS |
We are not currently a party to any legal proceedings, and we are not aware of any pending or potential legal actions.
| ITEM 1A. | RISK FACTORS |
The information to be reported under this Item is not required for smaller reporting companies.
| ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
None.
| ITEM 3. | DEFAULTS UPON SENIOR SECURITIES |
None.
| ITEM 4. | MINE SAFETY DISCLOSURES |
None.
| ITEM 5. | OTHER INFORMATION |
During the quarter ended January 31, 2025, no director
or officer
| ITEM 6. | EXHIBITS |
The following exhibits are included as part of this report by reference:
| 31.1* | Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a). | |
| 31.2* | Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a). | |
| 32.1** | Certification of Chief Executive Officer and Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002. | |
| 101.INS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Filed herewith.
** Furnished herewith and not to be incorporated by reference into any filing of Yijia Group Corp. under the Securities Act or the Exchange Act whether made before or after the date of this Quarterly Report.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 on March 17, 2025.
| YIJIA GROUP CORP. | ||
| By: | /s/ Qiuping Lu | |
| Qiuping Lu, Chief Executive Officer | ||
| By: | /s/ Steve Niu | |
| Steve Niu, Chief Financial Officer | ||
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