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)
(Address and telephone number of principal executive offices)
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 ☐
The number of shares outstanding of the issuer's common stock, as of February 16, 2023 was .
QUARTERLY REPORT ON FORM 10-Q
TABLE OF CONTENTS
| 2 |
PART 1 – FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
The accompanying interim 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 financial statements prepared in accordance with United States generally accepted principles have been condensed or omitted pursuant to such rules and regulations.
The interim financial statements are condensed and should be read in conjunction with the Company’s latest annual financial statements.
In the opinion of management, the 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.
CONDENSED BALANCE SHEETS
AS OF JANUARY 31, 2023 AND APRIL 30, 2022
(Currency expressed in United States Dollars (“US$”), except for number of shares)
| January 31, 2023 (Unaudited) | April 30, 2022 (Audited) | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalent | $ | $ | ||||||
| Total Current Assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Liabilities | ||||||||
| Current Liabilities | ||||||||
| Accrued liabilities and other payable | $ | $ | ||||||
| Amount due to a related party | ||||||||
| Total Current Liabilities | ||||||||
| Total Liabilities | ||||||||
| Commitments and Contingencies | ||||||||
| Stockholders’ Deficit | ||||||||
| Common stock, par value $; shares authorized, and shares issued and outstanding, respectively | ||||||||
| Additional paid in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ Deficit | ( | ) | ( | ) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ | $ | ||||||
See accompanying notes, which are an integral part of these condensed financial statements
| 4 |
YIJIA GROUP CORP.
CONDENSED STATEMENTS OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED JANUARY 31, 2023 AND 2022
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
| For the three months ended January 31, | For the nine months ended January 31, | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| REVENUE | $ | $ | $ | $ | ||||||||||||
| OPERATING EXPENSES | ||||||||||||||||
| General and Administrative Expenses | ||||||||||||||||
| TOTAL OPERATING EXPENSES | ||||||||||||||||
| Other income | ||||||||||||||||
| Gain from forgiveness of debts | ||||||||||||||||
| (LOSS) INCOME BEFORE INCOME TAX | ( | ) | ( | ) | ||||||||||||
| PROVISION FOR INCOME TAXES | ||||||||||||||||
| NET (LOSS) INCOME | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| NET (LOSS) INCOME PER SHARE - BASIC AND DILUTED | $ | $ | $ | $ | ||||||||||||
| WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC AND DILUTED | ||||||||||||||||
See accompanying notes, which are an integral part of these condensed financial statements
| 5 |
YIJIA GROUP CORP.
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
FOR THE NINE MONTHS ENDED JANUARY 31, 2023 AND 2022
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
| Common Stock | Additional Paid-in |
Accumulated | Total Stockholders’ |
|||||||||||||||||
| Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||
| Balance, May 1, 2022 (Audited) | $ | $ | $ | ( |
) | $ | ( |
) | ||||||||||||
| Net income for the period | – | |||||||||||||||||||
| Balance, July 31, 2022 | $ | $ | $ | ( |
) | $ | ( |
) | ||||||||||||
| Net income for the period | – | |||||||||||||||||||
| Balance, October 31, 2022 | $ | $ | $ | ( |
) | $ | ( |
) | ||||||||||||
| Net loss for the period | – | ( |
) | ( |
) | |||||||||||||||
| Balance, January 31, 2023 | $ | $ | $ | ( |
) | $ | ( |
) | ||||||||||||
| Balance, May 1, 2021 (Audited) | $ | $ | $ | ( |
) | $ | ( |
) | ||||||||||||
| Net income for the period | – | |||||||||||||||||||
| Balance, July 31, 2021 | $ | $ | $ | ( |
) | $ | ( |
) | ||||||||||||
| Net income for the period | – | |||||||||||||||||||
| Balance, October 31, 2021 | $ | $ | $ | ( |
) | $ | ( |
) | ||||||||||||
| Net income for the period | – | |||||||||||||||||||
| Balance, January 31, 2022 | $ | $ | $ | ( |
) | $ | ( |
) | ||||||||||||
See accompanying notes, which are an integral part of these condensed financial statements
| 6 |
YIJIA GROUP CORP.
CONDENSED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED JANUARY 31, 2023 AND 2022
(Currency expressed in United States Dollars (“US$”)
(UNAUDITED)
| Nine months ended January 31, 2023 | Nine months ended January 31, 2022 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net (loss) income | $ | ( | ) | $ | ||||
| Adjustment for non-cash income and expenses: | ||||||||
| Gain from forgiveness of related party debt | ( | ) | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Prepayments | ( | ) | ||||||
| Accrued liabilities and other payable | ||||||||
| NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES | ( | ) | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Proceed from a related party | ||||||||
| NET CASH PROVIDED BY FINANCING ACTIVITIES | ||||||||
| NET CHANGE IN CASH AND CASH EQUIVALENTS | ( | ) | ||||||
| Cash and cash equivalents, beginning of period | ||||||||
| Cash and cash equivalents, end of period | $ | $ | ||||||
| SUPPLEMENTAL CASH FLOW INFORMATION: | ||||||||
| Interest paid | $ | $ | ||||||
| Income taxes paid | $ | $ | ||||||
See accompanying notes, which are an integral part of these condensed financial statements
| 7 |
YIJIA GROUP CORP.
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED JANUARY 31, 2023
(UNAUDITED)
Note 1 – 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 –Q and Rule 10-01 of Regulation S-X. Certain information and note disclosures normally included in audited 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.
In the opinion of management, the consolidated balance sheet as of April 30, 2022 which has been derived from audited financial statements and these unaudited condensed 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, 2023 are not necessarily indicative of the results to be expected for the entire fiscal year ending April 30, 2023 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 financial statements and notes thereto included in the Annual Report on Form 10-K for the year ended April 30, 2022, filed with the SEC on May 16, 2022.
Note 2 – ORGANIZATION AND NATURE OF BUSINESS
Yijia Group Corp. (“the Company”, “we”, “us” or “our”) was incorporated as Soldino Group Corp. on January 25, 2017 under the laws of the State of Nevada, United States of America. On November 15, 2018, the Company changed its name to Yijia Group Corp.
The Company currently engages in the rendering of business consulting service to domestic and international customers.
Note 3 – GOING CONCERN
The accompanying unaudited condensed financial
statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company
as a going concern. The Company suffered from a working capital deficit of $
Therefore, there is substantial doubt about the Company’s ability to continue as a going concern without future profitability. Management anticipates that the Company will be dependent, in the near future, on additional investment capital to fund operating expenses. The Company intends to position itself so that it will be able to raise additional funds through the capital markets.
In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern. The accompanying condensed financial statements have been prepared on a going concern basis which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustments relating to the recoverability and classification of assets or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.
| 8 |
YIJIA GROUP CORP.
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED JANUARY 31, 2023
(UNAUDITED)
Note 4 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
The preparation of the unaudited condensed financial statements in conformity with accounting principles generally accepted in the U.S. 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 the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and cash equivalents
Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.
Revenue Recognition
The Company adopted Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”) using the full retrospective transition method. The Company's adoption of ASU 2014-09 did not have a material impact on the amount and timing of revenue recognized in its condensed financial statements.
Under ASU 2014-09, the Company recognizes revenue when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.
The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:
| • | 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. |
Consulting income is recognized, when the service is rendered and billed to the customer on a monthly basis, pursuant to the fulfillment of service terms in the agreement.
Income Taxes
Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.
Uncertain tax positions
The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the ASC 740 provisions of Section 740-10-25 for the nine months ended January 31, 2023 and 2022.
The Company computes net income per share in accordance with FASB ASC 260 “Earnings per Share”. Basic income per share is computed by dividing net income available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted income per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive income per share excludes all potential common shares if their effect is anti-dilutive. As of January 31, 2023 and 2022, there were potentially dilutive debt or equity instruments issued or outstanding.
| 9 |
YIJIA GROUP CORP.
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED JANUARY 31, 2023
(UNAUDITED)
Note 4 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Currencies
The Company’s reporting and functional currencies are both the U.S. dollar. Foreign currency transaction gains and losses are included in other income (expense) but are negligible.
Comprehensive Income
Comprehensive income is defined as all changes in stockholders’ deficit, exclusive of transactions with owners, such as capital investments. Comprehensive income includes net income or loss, changes in certain assets and liabilities that are reported directly in equity such as translation adjustments on investments in foreign subsidiaries and unrealized gains (losses) on available-for-sale securities. As of January 31, 2023 and April 30, 2022, there were no differences between our comprehensive income and net income.
Related parties
Parties, which can be a corporation or individual, are considered to be related if the entities have the ability, directly or indirectly, to control the other party or exercise significant influence over the party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence.
Fair Value of Financial Instruments
Accounting Standard Codification (“ASC”) topic 820 "Fair Value Measurements and Disclosures" establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.
These tiers include:
| Level 1: | defined as observable inputs such as quoted prices in active markets; |
| Level 2: | defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; |
| Level 3: | defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. |
The carrying value of cash and the Company’s amount due to a related party approximates its fair value due to their short-term maturity.
Recent Accounting Pronouncements
The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and do not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.
Note 5 – AMOUNT DUE TO A RELATED PARTY
Amount due to a related party represents temporary advance by the director of the Company. The amount is unsecured, interest-free and repayment on demand.
| 10 |
YIJIA GROUP CORP.
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED JANUARY 31, 2023
(UNAUDITED)
Note 6 – COMMON STOCK
Authorized shares
The Company has , $ par value shares of common stock authorized.
Issued and outstanding shares
As of January 31, 2023 and April 30, 2022, there were shares of common stock issued and outstanding.
Note 7 – INCOME TAXES
The Company adopted the provisions of uncertain tax positions as addressed in ASC 740-10-65-1. As a result of the implementation of ASC 740-10-65-1, the Company recognized no increase in the liability for unrecognized tax benefits.
The Company has no tax position at January 31, 2023 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. The Company does not recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. No such interest or penalties were recognized during the period presented. The Company had no accruals for interest and penalties at January 31, 2023. The Company’s utilization of any net operating loss carry forward may be unlikely as a result of its intended activities.
The valuation allowance at January 31, 2023 was
$
The Company has a net operating loss carryforward
for tax purposes totaling $
| Schedule of deferred tax assets | As of January 31, 2023 (Unaudited) | As of April 30, 2022 (Audited) | ||||||
| Non-current deferred tax assets: | ||||||||
| Net operating loss carryforward | $ | ( | ) | $ | ( | ) | ||
| Total deferred tax assets | ( | ) | ( | ) | ||||
| Valuation allowance | ||||||||
| Net deferred tax assets | $ | $ | ||||||
Note 8 – COMMITMENTS AND CONTINGENCIES
As of January 31, 2023, the Company has no material commitments and contingencies.
| 11 |
YIJIA GROUP CORP.
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED JANUARY 31, 2023
(UNAUDITED)
Note 9 – SUBSEQUENT EVENTS
In accordance with ASC Topic 855, “Subsequent Events” the Company has analyzed its operations subsequent to January 31, 2023 to the date these condensed financial statements were available to be issued, on February 16, 2023, and has determined that it does not have any material subsequent events to disclose in these financial statements.
| 12 |
| 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 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, 2022 (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
The Company was incorporated as Soldino Group Corp. on January 25, 2017 under the laws of the State of Nevada, United States of America. On November 15, 2018, the Company changed its name to Yijia Group Corp. The Company is in good standing in the State of Nevada and in any jurisdiction where it is qualified to do business.
The Company currently engages in the rendering of business consulting service to domestic and international customers. The Company provides consulting services to its clients with regards to funding and other financial matters.
Results of Operations
We have incurred net current liabilities of $54,830 as at January 31, 2023. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue operations.
We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.
Results of operation for the three months ended January 31, 2023 and 2022:
| Three Months Ended January 31, | ||||||||
| 2023 | 2022 | |||||||
| Revenues | $ | 10,000 | $ | 30,000 | ||||
| General and administrative expenses | (34,577 | ) | (21,083 | ) | ||||
| (Loss) income from operation | (24,577 | ) | 8,917 | |||||
| Income tax expense | – | – | ||||||
| Net (loss) income | (24,577 | ) | 8,917 | |||||
| 13 |
Revenue
The Company generated revenues of $10,000 and $30,000 for the three months ended January 31, 2023 and 2022, respectively. The Company commenced operations from July 30, 2021.
Operating expenses
The Company incurred operating expenses of $34,577 and $21,083 for the three months ended January 31, 2023 and 2022, respectively.
Net (Loss) Income
The net (loss) income for the three months ended January 31, 2023 and 2022 was ($24,577) and $8,917 respectively.
Results of operation for the nine months ended January 31, 2023 and 2022:
| Nine Months Ended January 31, | ||||||||
| 2023 | 2022 | |||||||
| Revenues | $ | 35,000 | $ | 75,000 | ||||
| General and administrative expenses | (54,842 | ) | (61,560 | ) | ||||
| (Loss) income from operation | (19,842 | ) | 13,440 | |||||
| Gain from forgiveness of debts | – | 153,049 | ||||||
| Income tax expense | – | – | ||||||
| Net (loss) income | (19,842 | ) | 166,489 | |||||
Revenue
The Company generated revenues of $35,000 and $75,000 for the nine months ended January 31, 2023 and 2022, respectively. The Company commenced operations from July 30, 2021.
Operating expenses
The Company incurred operating expenses of $54,842 and $61,560 for the nine months ended January 31, 2023 and 2022, respectively.
Net (Loss) Income
The net (loss) income for the nine months ended January 31, 2023 and 2022 was ($19,842) and $166,489, respectively.
Liquidity and capital resources
As of January 31, 2023, our total assets were $11,013, our current liabilities were $65,843 and stockholders’ deficit was $11,013. As of January 31, 2023, we had cash and cash equivalents of $11,013.
Our cash balance is $11,013 as of January 31, 2023. We believe our cash balance is insufficient to fund our operations for any period of time. Management anticipates that the Company will be dependent, in the near future, on additional investment capital to fund operating expenses. The Company intends to position itself so that it will be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful.
| 14 |
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.
| Nine Months ended | ||||||||
| January 31, 2023 | January 31, 2022 | |||||||
| Net cash (used in) provided from operating activities | $ | (16,090 | ) | $ | 17,893 | |||
| Net cash used in investing activities | – | – | ||||||
| Net cash provided from financing activities | 4,000 | 19,042 | ||||||
Cash Flows from Operating Activities
For the nine months ended January 31, 2023, net cash flows used in operating activities was $16,090, which consisted primarily of a net loss of $19,842 and an increase in accrued liabilities and other payables of $3,752.
For the nine months ended January 31, 2022, net cash flows generated from operating activities was $17,893, which consisted primarily of a net income of $166,489, an increase in other payable and accruals of $9,828, an increase in prepayments of $5,375 offset by a gain of forgiveness of related party debt of $153,049.
Cash Flows from Financing Activities
For the nine months ended January 31, 2023, net cash provided by financing activities was $4,000.
For the nine months ended January 31, 2022, net cash flows generated from financing activities was $19,042 from proceeds from a related party.
Emerging Growth Company
We qualify as an “emerging growth company” under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to: have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act; provide an auditor attestation with respect to management’s report on the effectiveness of our internal controls over financial reporting; comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis); submit certain executive compensation matters to shareholders advisory votes, such as “say-on-pay” and “say-on-frequency;” and disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.
We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards. We will remain an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues exceed $1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, which would occur if the market value of our ordinary shares that is held by non- affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period. Even if we no longer qualify for the exemptions for an emerging growth company, we may still be, in certain circumstances, subject to scaled disclosure requirements as a smaller reporting company. For example, smaller reporting companies, like emerging growth companies, are not required to provide a compensation discussion and analysis under Item 402(b) of Regulation S-K or auditor attestation of internal controls over financial reporting.
Off-Balance Sheet Arrangements
We have 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.
| 15 |
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 the 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, 2023. 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; (2) inadequate segregation of duties consistent with control objectives; and (3) 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, 2023.
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 |
None
| ITEM 6. |
EXHIBITS |
The following exhibits are included as part of this report by reference:
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized on February 16, 2023.
Yijia Group Corp.
By:
| /s/ Barry Sytner | February 16, 2023 |
|
Barry Sytner Chief Executive Officer, Chief Financial Officer and Director (Principal Executive and Financial Officer) |
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