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)
N/A
(Former name, former address and former fiscal year, if changed since last report)
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 an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and, “emerging growth 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 of the issuer’s common stock issued and outstanding was , as of March 6, 2024.
QUARTERLY REPORT ON FORM 10-Q
TABLE OF CONTENTS
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PART 1 – FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
The accompanying interim consolidated financial statements of Yijia Group Corp. (“the Company” or “YJGJ”) 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 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.
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YIJIA GROUP CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF JANUARY 31, 2024 AND APRIL 30, 2023
(Currency expressed in United States Dollars (“US$”), except for number of shares)
| January 31, 2024 (Unaudited) | April 30, 2023 (Audited) | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Deposit and other receivables | ||||||||
| Total Current Assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
| Liabilities | ||||||||
| Current Liabilities | ||||||||
| Accrued liabilities and other payables | $ | $ | ||||||
| Amount due to related parties | ||||||||
| Total Current Liabilities | ||||||||
| Total Liabilities | ||||||||
| Commitments and Contingencies | ||||||||
| Stockholders’ Equity (Deficit) | ||||||||
| Common stock, par value $; shares authorized, and shares issued and outstanding, respectively | ||||||||
| Additional paid in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ Equity (Deficit) | ( | ) | ||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | $ | $ | ||||||
See accompanying notes, which are an integral part of these condensed consolidated financial statements.
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YIJIA GROUP CORP.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED JANUARY 31, 2024 AND 2023
(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, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| REVENUE | $ | $ | $ | $ | ||||||||||||
| OPERATING EXPENSES | ||||||||||||||||
| General and Administrative Expenses | ||||||||||||||||
| TOTAL OPERATING EXPENSES | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| INCOME (LOSS) BEFORE INCOME TAX | ( | ) | ( | ) | ( | ) | ||||||||||
| PROVISION FOR INCOME TAXES | ||||||||||||||||
| NET INCOME (LOSS) | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||
| NET INCOME (LOSS) 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 consolidated financial statements.
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YIJIA GROUP CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
FOR THE NINE MONTHS ENDED JANUARY 31, 2024 AND 2023
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
| Common Stock | Additional Paid-in | Accumulated | Total Stockholders’ Equity | |||||||||||||||||
| Shares | Amount | Capital | Deficit | (Deficit) | ||||||||||||||||
| Balance, May 1, 2023 (Audited) | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Net loss for the period | – | ( | ) | ( | ) | |||||||||||||||
| Balance, July 31, 2023 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Net loss for the period | – | ( | ) | ( | ) | |||||||||||||||
| Balance, October 31, 2023 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Shares issued under the private placement | ||||||||||||||||||||
| Net income for the period | – | |||||||||||||||||||
| Balance, January 31, 2024 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| 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 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
See accompanying notes, which are an integral part of these condensed consolidated financial statements.
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YIJIA GROUP CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED JANUARY 31, 2024 AND 2023
(Currency expressed in United States Dollars (“US$”)
(UNAUDITED)
| Nine months ended January 31, 2024 | Nine months ended January 31, 2023 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Changes in operating assets and liabilities: | ||||||||
| Deposit and other receivables | ( | ) | ||||||
| Accrued liabilities and other payables | ( | ) | ||||||
| NET CASH USED IN OPERATING ACTIVITIES | ( | ) | ( | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Proceeds from private offering | ||||||||
| Proceeds from related parties | ||||||||
| 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 consolidated financial statements.
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YIJIA GROUP CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED JANUARY 31, 2024 AND 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 10–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, 2023 which has been derived from audited 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, 2024 are not necessarily indicative of the results to be expected for the entire fiscal year ending April 30, 2024 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, 2023, filed with the SEC on May 16, 2023.
Note 2 – 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.
The Company has currently commenced its operation in the rendering of business consulting service to domestic and international customers.
On June 6, 2023, the Company’s major shareholder and director, Barry Sytner entered into a securities purchase agreement (the “Securities Purchase Agreement”) with Xianchang Ma (“Mr. Ma”), pursuant to which Barry Sytner sold 5,066,250 shares of common stock of the Company to Mr. Ma, constituting approximately 86.3% of the issued and outstanding shares of the Company as of May 2, 2023, for a total consideration of $470,562, derived from the purchaser’s personal funds. The Securities Purchase Agreement was closed on June 14, 2023. Following the closing, Mr. Ma acquired a beneficial interest in 5,066,250 shares of common stock of the Company constituting approximately 86.3% of the issued and outstanding shares of the Company as of May 2, 2023 and constituting the change of control of the Company. Pursuant to the Securities Purchase Agreement, Barry Sytner has resigned from all his positions with the Company, and Mr. Ma was appointed as the Chief Executive Officer, President, Chief Financial Officer and Director of the Company, effective June 14, 2023.
Mr. Ma passed away on August 3, 2023. On September
12, 2023, Ms. Caihong Qu, Mr. Xianchang Ma’s sole heir, was allocated 5,066,250 shares of the Company’s common stock at a
consideration of $0 through operation of law. Upon completion of this transfer, Ms. Qu possessed shares of common stock of the Company constituting approximately
On November 9, 2023, the Company founded Nutripeak Trading Corporation (“NTC”), a wholly owned subsidiary incorporated in Nevada. NTC was established with the purpose of manufacturing and marketing healthcare products.
On January 30, 2024, the Company entered
into ten securities purchase agreements (the “Purchase Agreements”) in connection with its private offering (the
“Offering”) of the Company’s unregistered shares of common stock, par value $0.001, with a total of ten (10)
investors, consisting of two (2) U.S. accredited investors, as defined under Rule 501 of Regulation D, and eight (8) non-U.S.
investors (individually, an “Investor” and collectively, the “Investors”), at a purchase price of $0.05 per
share. This Offering was being conducted on a rolling basis and there was no minimum nor maximum offering amount to close this
Offering. Each of the Purchase Agreements contained customary representations, warranties and covenants by the parties, regularly
applied under industry standards. Each of the Investors acknowledged and agreed that any resale of the shares issued in connection
with this Offering is subject to resale restrictions pursuant to the Securities Exchange Act of 1934 and none of the shares
purchased herein has been registered under the Securities Act of 1933, as amended. This Offering was closed on January 30, 2024 and
the Company raised an aggregate gross proceeds of $
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The details of the Company’s subsidiary are described below:
| Schedule of description of subsidiaries | ||||||||
| 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 3 – GOING CONCERN
The accompanying unaudited condensed consolidated
financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of
the Company as a going concern. The Company incurred net loss 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 consolidated 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 condensed consolidated 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.
Note 4 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
The preparation of the unaudited condensed consolidated 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.
Basis of Consolidation
The unaudited condensed consolidated financial statements include the financial statements of YJGJ and its subsidiary. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation.
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.
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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 consolidated 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
The provision for income taxes is determined in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.
The Company did not have any unrecognized tax positions or benefits and there was no effect on the financial condition or results of operations for the nine months ended January 31, 2024 and 2023. The Company and its subsidiary are subject to local and various foreign tax jurisdictions. The Company’s tax returns remain open subject to examination by major tax jurisdictions.
Uncertain Tax Positions
The Company did
The Company computes net income (loss) per share in accordance with FASB ASC 260 “Earnings per Share”. Basic income (loss) per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive income (loss) per share excludes all potential common shares if their effect is anti-dilutive. As of January 31, 2024 and 2023, there were potentially dilutive debt or equity instruments issued or outstanding.
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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’ equity (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, 2024 and April 30, 2023, 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 RELATED PARTIES
Amount due to related parties represent temporary advance by the former director and the current director of the Company. The amounts are unsecured, interest-free and payable on demand.
Note 6 – COMMON STOCK
Authorized shares
The Company has shares of common stock authorized, par value $ per share.
Issued and outstanding shares
In January 2024, the Company issued
shares of common stock at a price of $ per share for the proceeds of $
As of January 31, 2024 and April 30, 2023, there were and shares of common stock issued and outstanding.
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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, 2024 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, 2024. 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, 2024 was $31,702. The net change in valuation allowance during the nine months ended January 31, 2024 was $5,681. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred income tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on consideration of these items, management has determined that enough uncertainty exists relative to the realization of the deferred income tax asset balances to warrant the application of a full valuation allowance as of January 31, 2024 and April 30, 2023. All tax years since inception remain open for examination only by taxing authorities of US Federal and State of Nevada.
The Company has a net operating loss carryforward
for tax purposes totaling $
| Schedule of deferred taxes | As of January 31, 2024 (Unaudited) | As of April 30, 2023 (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, 2024, the Company has no material commitments and contingencies.
Note 9 – SUBSEQUENT EVENTS
In accordance with ASC Topic 855, “Subsequent Events” the Company has analyzed its operations subsequent to January 31, 2024 to the date these condensed consolidated financial statements were available to be issued, on March 8, 2024, and has determined that it does not have any material subsequent events to disclose in these condensed consolidated financial statements.
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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, 2023 (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.
On June 6, 2023, the Company’s major shareholder and director, Barry Sytner entered into a securities purchase agreement (the “Securities Purchase Agreement”) with Xianchang Ma (“Mr. Ma”), pursuant to which Barry Sytner sold 5,066,250 shares of common stock of the Company to Mr. Ma, constituting approximately 86.3% of the issued and outstanding shares of the Company as of May 2, 2023, for a total consideration of $470,562, derived from the purchaser’s personal funds. The Securities Purchase Agreement was closed on June 14, 2023. Following the closing, Mr. Ma acquired a beneficial interest in 5,066,250 shares of common stock of the Company constituting approximately 86.3% of the issued and outstanding shares of the Company as of May 2, 2023 and constituting the change of control of the Company. Pursuant to the Securities Purchase Agreement, Barry Sytner has resigned from all his positions with the Company, and Mr. Ma was appointed as the Chief Executive Officer, President, Chief Financial Officer and Director of the Company, effective from June 14, 2023.
Mr. Ma passed away on August 3, 2023. On September 12, 2023, Ms. Caihong Qu, Mr. Xianchang Ma’s sole heir, was allocated 5,066,250 shares of the Company’s common stock at a consideration of $0 through operation of law. Upon completion of this transfer, Ms. Qu possessed 5,066,250 shares of common stock of the Company, constituting approximately 86.3% of the issued and outstanding shares of the Company as of September 12, 2023 and constituting control of the Company at that time. Effective September 13, 2023, the Board comprised Ms. Qiuping Lu and Mr. Ruiming Zhou. Ms. Qiuping Lu was appointed as the Chief Executive Officer, President, and Chief Financial Officer of the Company.
On November 9, 2023, the Company founded Nutripeak Trading Corporation (“NTC”), a wholly owned subsidiary incorporated in Nevada. NTC was established with the purpose of manufacturing and marketing healthcare products.
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On January 8, 2024, Qiuping Lu resigned from her position as the Chief Financial Officer of the Company and Dr. Steven Niu was appointed as the Chief Financial Officer by the Board.
On January 30, 2024, the Company entered into ten securities purchase agreements (the “Purchase Agreements”) in connection with its private offering (the “Offering”) of the Company’s unregistered shares of common stock, par value $0.001, with a total of ten (10) investors, consisting of two (2) U.S. accredited investors, as defined under Rule 501 of Regulation D, and eight (8) non-U.S. investors (individually, an “Investor” and collectively, the “Investors”), at a purchase price of $0.05 per share. This Offering was being conducted on a rolling basis and there was no minimum nor maximum offering amount to close this Offering. Each of the Purchase Agreements contained customary representations, warranties and covenants by the parties, regularly applied under industry standards. Each of the Investors acknowledged and agreed that any resale of the shares issued in connection with this Offering is subject to resale restrictions pursuant to the Securities Exchange Act of 1934 and none of the shares purchased herein has been registered under the Securities Act of 1933, as amended. This Offering was closed on January 30, 2024 and the Company raised an aggregate gross proceeds of $957,051 by selling and issuing 19,141,020 shares of its common stock in this Offering.
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 | ||
| Nutripeak Trading Corporation | State of Nevada, United States of America, Corporation | Manufacturing and marketing healthcare products | 100 shares of common stock authorized, par value $1 per share | 100% |
YJGJ and its subsidiary are hereinafter referred to as (the “Company”).
Results of Operations
Results of operation for the three months ended January 31, 2024 and 2023:
| Three Months Ended January 31, | ||||||||
| 2024 | 2023 | |||||||
| Revenues | $ | 26,100 | $ | 10,000 | ||||
| General and administrative expenses | (20,152 | ) | (34,577 | ) | ||||
| Income (loss) from operation | 5,948 | (24,577 | ) | |||||
| Income tax expense | – | – | ||||||
| Net income (loss) | 5,948 | (24,577 | ) | |||||
Revenue
The Company generated revenues of $26,100 and $10,000 for the three months ended January 31, 2024 and 2023, respectively. Revenues increased in 2024 over 2023 by $16,100, or 161%, primarily due to increase in demand of its business consulting services.
General and administrative expenses
The Company incurred general and administrative expenses of $20,152 and $34,577 for the three months ended January 31, 2024 and 2023, respectively. General and administrative expenses decreased in 2024 over 2023 by $14,425, or 42%, primarily due to decrease in marketing promotion expense.
Net Income (Loss)
As a result of the factors described above, for the three months ended January 31, 2024 and 2023, the Company has a net income of $5,948 and a net loss of $24,577, respectively.
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Results of operation for the nine months ended January 31, 2024 and 2023:
| Nine Months Ended January 31, | ||||||||
| 2024 | 2023 | |||||||
| Revenues | $ | 26,100 | $ | 35,000 | ||||
| General and administrative expenses | (53,154 | ) | (54,842 | ) | ||||
| Loss from operation | (27,054 | ) | (19,842 | ) | ||||
| Income tax expense | – | – | ||||||
| Net loss | (27,054 | ) | (19,842 | ) | ||||
Revenue
The Company generated revenues of $26,100 and $35,000 for the nine months ended January 31, 2024 and 2023, respectively. Revenues decreased in 2024 over 2023 by $8,900, or 25%, primarily due to decrease in marketing promotion.
General and administrative expenses
The Company incurred general and administrative expenses of $53,154 and $54,842 for the nine months ended January 31, 2024 and 2023, respectively. General and administrative expenses decreased in 2024 over 2023 by $1,688, or 3%, primarily due to decrease in marketing promotion expense mentioned above.
Net Loss
As a result of the factors described above, for the nine months ended January 31, 2024 and 2023, the Company has a net loss of $27,054 and $19,842, respectively.
Liquidity and capital resources
On January 31, 2024, we had total current assets of $964,356, which consisted primarily of $808,356 in cash and cash equivalents and $156,000 in deposit and other receivables. We had total current liabilities of $93,574, which consisted of $43,372 due to related parties and $50,202 in accrued liabilities and other payables.
On April 30, 2023, we had total current assets of $8,728 which consist of $8,728 in cash and cash equivalents. We had total current liabilities of $67,943, which consist of $16,100 due to related parties and $51,843 in accrued liabilities and other payables.
| Nine Months ended | ||||||||
| January 31, 2024 | January 31, 2023 | |||||||
| Net cash used in by operating activities | $ | (184,695 | ) | $ | (16,090 | ) | ||
| Net cash provided by investing activities | – | – | ||||||
| Net cash provided by financing activities | 984,323 | 4,000 | ||||||
Cash Flows from Operating Activities
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.
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 $19,482 and an increase in accrued liabilities and other payables of $3,752.
Cash Flows from Financing Activities
For the nine months ended January 31, 2024, net cash provided by financing activities was $984,323, which consisted primarily of procced from private offering of $957,051 and advances from related parties of $27,272.
For the nine months ended January 31, 2023, net cash provided by financing activities was $4,000 from proceeds from a related party.
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Off-Balance Sheet Arrangements
As of January 31, 2024, we had 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.
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, 2024. 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, 2024.
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 currently not 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, 2024, no director or officer
ITEM 6. EXHIBITS
The following exhibits are included as part of this report by reference:
* This certification is deemed furnished, and not filed, for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.
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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 March 11, 2024.
Yijia Group Corp.
By:
| /S/ Qiuping Lu | March 11, 2024 |
|
Qiuping Lu Chief Executive Officer and Director (Principal Executive Officer) |
| /S/ Dr. Steven Niu | March 11, 2024 |
|
Dr. Steven Niu Chief Financial Officer (Principal Financial Officer) |
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