Equibles

10-Q

VitaNova Life Sciences Corp (VNOV)

10-Q 2024-09-10 For: 2024-07-31
View Original
Added on April 06, 2026

Table of Contents

UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWashington, D.C.  20549

Form 10-Q

☒  Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended July 31, 2024

☐  Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from __________ to __________

Commission File Number: 333-218733

Yijia Group Corp.

(Exact name of registrant as specified in its charter)

Nevada 35-2583762
(State or Other Jurisdiction of Incorporation or Organization) (IRS Employer Identification Number)
39 E Broadway, Suite 603, New York,NY 10002
(Address of principal executive offices) (Zip Code)

### Tel: +1-919-869-0279

(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. Yes ☒       No ☐

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). Yes ☒ No ☐

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 ☐ Non-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 25,012,270, as of September 10, 2024.

QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS

Page
PART I FINANCIAL INFORMATION:
Item 1. Financial Statements 3
Unaudited Condensed Consolidated Balance Sheets as of July 31, 2024 and April 30, 2024 4
Unaudited Condensed Consolidated Statements of Operations for the Three Months ended July 31, 2024 and 2023 5
Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Equity (Deficit) for the Three Months Ended July 31, 2024 and 2023 6
Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months ended July 31, 2024 and 2023 7
Notes to the Unaudited Condensed Consolidated Financial Statements 8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 15
Item 3. Quantitative and Qualitative Disclosures About Market Risk 19
Item 4. Controls and Procedures 19
PART II OTHER INFORMATION:
Item 1. Legal Proceedings 20
Item 1A Risk Factors 20
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 20
Item 3. Defaults Upon Senior Securities 20
Item 4. Mine Safety Disclosures 20
Item 5. Other Information 20
Item 6. Exhibits 20
Signatures 21 
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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.

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YIJIA GROUP CORP.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

April 30, 2024
(Unaudited)
ASSETS
Current assets:
Cash 141,635 $ 593,036
Inventories 213,463 132,873
Advances to vendors 840,262 460,870
Other current assets 5,491 6,079
Total current assets 1,200,851 1,192,858
TOTAL ASSETS 1,200,851 $ 1,192,858
LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
Current Liabilities:
Accounts payable and accrued expenses 67,249 $ 60,749
Other current liabilities 1,859 8,302
Amounts due to related parties 55,600 3,000
Income tax payable 74,666 64,869
Total current liabilities 199,374 136,920
TOTAL LIABILITIES 199,374 136,920
Commitments and Contingencies – –
Shareholders’ equity:
Ordinary shares, 0.001 par value; 75,000,000 shares authorized; 25,012,270 shares issued and outstanding as of July 31 and April 30, 2024 25,012 25,012
Additional paid in capital 1,012,971 1,012,971
Shares to be issued – 35,000 and 20,000 shares of ordinary shares 1,750 1,000
(Accumulated deficit) retained earnings (38,256 ) 16,955
Total Shareholders’ Equity 1,001,477 1,055,938
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY 1,200,851 $ 1,192,858

All values are in US Dollars.

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

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YIJIA GROUP CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTSOF OPERATIONS

FOR THE THREE MONTHS ENDED JULY 31, 2024 AND2023

Three Months ended July 31,
2024 2023
Revenue, net $ 108,477 $ –
Cost of revenue (35,304 ) –
Gross profit 73,173 –
Operating expenses
Sales and distribution expenses (7,030 ) –
Personnel and benefit costs (53,984 ) –
General and administrative expenses (57,573 ) (24,247 )
Total operating expenses (118,587 ) (24,247 )
Loss before income tax (45,414 ) (24,247 )
Income tax expense (9,797 ) –
Net loss $ (55,211 ) $ (24,247 )
Loss per share, basic and diluted $ (0.00 ) $ (0.00 )
Weighted average number of shares outstanding, basic and diluted 25,012,270 5,871,250

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

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YIJIA GROUP CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTSOF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)

FOR THE THREE MONTHS ENDED JULY 31, 2024 AND2023

Ordinary shares
No. of shares Amount Additional<br> paid-in capital Shares to be issued Retained earnings (accumulated <br> deficit) Total<br> shareholders’<br> equity (deficit)
Balance as of May 1, 2024 25,012,270 $ 25,012 $ 1,012,971 $ 1,000 $ 16,955 $ 1,055,938
Share-based compensation – 15,000 shares – – – 750 – 750
Net loss for the period – – – – (55,211 ) (55,211 )
Balance as of July 31, 2024 25,012,270 $ 25,012 $ 1,012,971 $ 1,750 $ (38,256 ) $ 1,001,477
Balance as of May 1, 2023 5,871,250 $ 5,871 $ 58,824 $ – $ (123,910 ) $ (59,215 )
Net loss for the period – – – – (24,247 ) (24,247 )
Balance as of July 31, 2023 5,871,250 $ 5,871 $ 58,824 $ – $ (148,157 ) $ (83,462 )

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

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YIJIA GROUP CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTSOF CASH FLOWS

FOR THE THREE MONTHS ENDED JULY 31, 2024 AND2023

Three months ended July 31,
2024 2023
Cash flows from operating activities:
Net loss $ (55,211 ) $ (24,247 )
Adjustment to reconcile net loss used in operating activities:
Share-based compensation 750 –
Changes in operating assets and liabilities:
Inventories (80,590 ) –
Advances to vendors (379,392 ) –
Other current assets 588 –
Accounts payable and accrued liabilities 6,500 (1,900 )
Other current liabilities (6,443 ) –
Income tax payable 9,797 –
Net cash used in operating activities (504,001 ) (26,147 )
Cash flows from financing activities:
Proceed from a related party 52,600 137
Proceed from a director – 17,282
Net cash provided by financing activities 52,600 17,419
Net change in cash (451,401 ) (8,728 )
Cash, beginning of period 593,036 8,728
Cash, end of period $ 141,635 $ –
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid $ – $ –
Income taxes paid $ – $ –

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

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YIJIA GROUP CORP.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATEDFINANCIAL STATEMENTS

NOTE 1 – ### ORGANIZATION AND NATURE OFBUSINESS

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:

Schedule of details of company subsidiary
Name Place of incorporation<br><br> <br>and kind of<br><br> <br>legal entity Principal activities<br><br> <br>and place of operation Particulars of issued/<br><br> <br>registered share<br><br> <br>capital Effective interest<br><br> <br>Held
Nutripeak Trading Corporation (“NTC”) State of Nevada, United States of America, Corporation Marketing and supplying healthcare products 100 shares of common stock, par value $1 per share 100%

YJGJ and its subsidiary are hereinafter referred to as (the “Company”).

NOTE 2 – ### SUMMARY OF SIGNIFICANT ACCOUNTINGPOLICIES

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 July 31, 2024 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.

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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.

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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:

Schedule of disaggregated revenue
Three Months ended July 31,
Type of products or services Timing of revenue recognition 2024 2023
Consultancy service fee income Services transferred over time $ – $ –
Sales of healthcare products Goods transferred at a point in time 108,477 –
TOTAL $ 108,477 $ –

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 YetAdopted

In November 2023, the FASB issued ASU 2023-07, SegmentReporting (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.

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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 months ended July 31, 2023, the consulting service and healthcare segment did not generate any revenue.

Schedule of reconciliation of the disaggregated revenue with the reportable segments
Three Months ended July 31, 2024
Healthcare <br> Segment Consulting Service <br> Segment Total
Revenue from external customers:
Consulting service income $ – $ – $ –
Sale of healthcare products 108,477 – 108,477
Total revenue 108,477 – 108,477
Cost of revenue:
Consulting service income – – –
Sale of healthcare products (35,304 ) – (35,304 )
Total cost of revenue (35,304 ) – (35,304 )
Gross profit 73,173 – 73,173
Operating Expenses
Selling and distribution (7,030 ) – (7,030 )
Personal and benefit costs (18,739 ) (35,245 ) (53,984 )
General and administrative (751 ) (56,822 ) (57,573 )
Total operating expenses (26,520 ) (92,067 ) (118,587 )
Segment income (loss) $ 46,653 $ (92,067 ) $ (45,414 ) 
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The below revenues are based on the countries in which the customer is located. Summarized financial information concerning the geographic segments is shown in the following tables:

Schedule of geographic segments
Three Months ended July 31,
2024 2023
Hong Kong $ 108,477 $ –

NOTE 4 －

INVENTORIES

Inventories comprised of the following:

Schedule of inventories
July 31, 2024 April 30, 2024
Finished goods – Gene Code NR Capsules $ 213,463 $ 132,873

For the three months ended July 31, 2024 and 2023, no allowance for obsolete inventories was recorded by the Company.

NOTE 5－

INCOME TAX EXPENSE

The income tax provision for the three months ended July 31, 2024 and 2023, consists of the following:

Schedule of income tax provision
Three Months ended July 31,
2024 2023
Federal
Current $ 9,797 $ –
Deferred – –
State
Current – –
Deferred – –
Income tax provision $ 9,797 $ –

The deferred tax assets as of July 31, 2024 and

April 30, 2024 were $66,146 and $46,969, respectively, which were fully reserved for valuation allowance. The net change in valuation allowance as of July 31, 2024 April 30, 2024 was $19,177. 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 July 31, 2024 and April 30, 2024. Up to six years since inception remain open for examination only by taxing authorities of US Federal and State of Nevada.

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A reconciliation of the federal income tax rate to the Company’s effective tax rate for the three months ended July 31, 2024 and 2023, consists of the following:

Schedule of reconciliation of income tax rate
July 31, 2024 July 31, 2023
Statutory federal income tax rate 21.0 % 21.0 %
Deferred tax asset 42.2 % 21.0 %
Change in valuation allowance (42.2)% (21.0)%
Adjustment to current year taxes (42.6)% (21.0)%
Effective Tax Rate (21.6)% – %

The effective tax rate differs from the statutory tax rate of 21% for the three months ended July 31, 2024 and 2023, primarily due to the adjustment to current year taxes and valuation allowance on the deferred tax assets.

NOTE 6 －

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 $50,000 which bears interest at a monthly rate of 0.5% and becomes payable upon maturity dates on December 3, 2024.

On January 8, 2024, the Company granted 5,000 common stocks issuable per month in total of 60,000 common stocks 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 three months ended July 31, 2024 and 2023, the Company recognized share-based compensation in the amount of $1,750 and $Nil, respectively. As of July 31, 2024 and April 30, 2024, the Company’s common stock issuable totaled 35,000 and 20,000, respectively.

NOTE 7 －

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 $250,000 per depositor in a bank insured by the Federal Deposit Insurance Corporation (“FDIC”).

Financial instruments that potentially subject the Company to significant concentrations of credit risk are cash. As of July 31, 2024 and April 30, 2024, $Nil and $301,267 of the Company’s cash held by financial institutions were uninsured, respectively.

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| --- | | (b) | Major customer and vendor | | --- | --- |

For the three months ended July 31, 2024

, there is one customer who accounted for 100% of the Company’s

revenues amounting to $108,477. For the three months ended July 31, 2024, there is one vendor who accounted for 54% of the Company’s purchase cost amounting to $114,598.

For the three months ended July 31, 2023, there is no single customer who accounted for 10% or more of the Company’s revenues. For the three months ended July 31, 2023, there is no single vendor who accounted more than 10% of the Company’s purchase.

The Company’s major customer and vendor are located in Hong Kong and United States of America.

NOTE 8－

COMMITMENTS AND CONTINGENCIES

As of July 31, 2024, the Company has no commitments or contingencies.

NOTE 9－

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 July 31, 2024, up to the date that the unaudited condensed consolidated financial statements were available to be issued.

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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 the year 2024.

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.

The following table sets forth certain operational data for the three months ended July 31, 2024 and 2023:

Three Months Ended July 31,
2024 2023
Revenues $ 108,477 $ –
Cost of revenue (35,304 ) –
Gross profit 73,173 –
Total operating expenses (118,587 ) (24,247 )
Loss from operation and before income tax (45,414 ) (24,247 )
Income tax expense (9,797 ) –
Net loss $ (55,211 ) $ (24,247 ) 
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Revenue

We generated revenues of $108,477 and $Nil for the three months ended July 31 2024 and 2023, respectively. Our major customer is located in Hong Kong. Our revenue significantly increased by $108,477, or 100% due to the commencement of business of the healthcare products segment.

During the three months ended July 31, 2024 and 2023, 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.

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 months ended July 31, 2023, the consulting service and healthcare segment did not generate any revenue.

Healthcare <br><br>Segment Consulting Service Segment Total
Revenue from external customers:
Consulting service income $ – $ – $ –
Sale of healthcare products 108,477 – 108,477
Total revenue 108,477 – 108,477
Cost of revenue:
Consulting service income – – –
Sale of healthcare products (35,304 ) – (35,304 )
Total cost of revenue (35,304 ) – (35,304 )
Gross profit 73,173 – 73,173
Operating Expenses
Selling and distribution (7,030 ) – (7,030 )
Personal and benefit costs (18,739 ) (35,245 ) (53,984 )
General and administrative (751 ) (56,822 ) (57,573 )
Total operating expenses (26,520 ) (92,067 ) (118,587 )
Segment income (loss) $ 46,653 $ (92,067 ) $ (45,414 ) 
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The below revenues are based on the countries in which the customer is located. Summarized financial information concerning the geographic segments is shown in the following tables:

Three Months ended July 31,
2024 2023
Hong Kong $ 108,477 $ –

For the three months ended July 31, 2024, there is a sole customer who accounted for 100% of the Company’s revenues amounting to $108,477.

Cost of revenue

Cost of revenue as a percentage of net revenue was approximately 33% for the three months ended July 31, 2024. No cost of revenue was incurred for the three months ended July 31, 2023. Cost of revenue increased by $35,304, or 100%, is exclusively attributable to the commencement of business of healthcare product segment.

For the three months ended July 31, 2024, there is one vendor who accounted for 54% of the Company’s purchase cost amounting to $114,598.

Gross profit

We achieved a gross profit of $73,173 and $Nil for the three months ended July 31, 2024 and 2023, respectively. Gross profit increased by $73,173 is primarily attributable to the commencement in sales of healthcare products.

Sales and distribution expenses

We incurred sales and distribution expenses of $7,030 and $Nil for the three months ended July 31, 2024 and 2023, respectively. Sales and distribution expenses increased by $7,030 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 $53,984 and $Nil for the three months ended July 31, 2024 and 2023, respectively. Personnel and benefit costs increased by $53,984, is primarily attributable to the increase in the salaries of key management personnel.

General and administrative expenses

We incurred general and administrative expenses of $57,573 and $24,247 for the three months ended July 31, 2024 and 2023, respectively. General and administrative expenses increased by $33,326, or 137% is primarily attributable to an increase in legal and professional fees during the period.

Net loss

As a result of the factors described above, we reported net loss of $55,211 and 24,247 for the three months ended July 31, 2024 and 2023, respectively.

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Liquidity and capital resources

On July 31, 2024, we had total current assets of $ 1,200,851, which consisted primarily of $141,635 in cash, $213,463 in inventories, $840,262 in advances to vendor and $5,491 in other current assets. We had total current liabilities of $199,374, which consisted of $67,249 in accounts payable and accrued expenses, $1,859 in other current liabilities, $55,600 due to related parties and $ 74,666 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, $132,873 in inventories, $460,870 in advances to vendor 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.

CashFlows

The following table sets forth a summary of our cash flows for the years ended:

Three Months ended
July 31, 2024 July 31, 2023
Net cash used in operating activities $ (504,001 ) $ (26,147 )
Net cash provided by financing activities 52,600 17,419

OperatingActivities

For the three months ended July 31, 2024, net cash used in operating activities was $504,001 which consisted primarily of a net loss of $55,211, decrease in inventory of $80,590, decrease in advances to vendor of $379,392, and decrease in other current liabilities of $6,443. The amounts were partially offset by adjusted non-cash item consisting of share-based compensation of $750, increase in other current assets of $588, increase in accounts payable and accrued expenses of $6,500, and increase in income tax payable of $9,797.

For the three months ended July 31, 2023, net cash used in operating activities was $26,147, which consisted primarily of a net loss of $24,247 and a decrease in accrued liabilities and other payables of $9,797.

FinancingActivities

For the three months ended July 31, 2024, net cash provided by financing activities was $52,600, which consisted primarily of proceed from a director.

For the three months ended July 31, 2023, net cash provided by financing activities was $17,419, which consisted primarily of proceed from a related party and a director.

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.

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Off-BalanceSheet Arrangements

The Company does not have any off-balance sheet arrangements that have or are 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 have no contractual obligations and commercial commitments as of July 31, 2024.

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 July 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 July 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 FinancialReporting

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 July 31, 2024, no director or officer adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K.

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 September 10, 2024.

YIJIA GROUP CORP.
By: /s/ Qiuping Lu
Qiuping Lu, Chief Executive Officer, President and Director
Name Position Date
--- --- ---
/s/ Qiuping Lu Chief Executive Officer, President and Director September 10, 2024
Qiuping Lu (Principal Executive Officer)
/s/ Steve Niu Chief Financial Officer September 10, 2024
Steve Niu (Principal Financial and Accounting Officer)
/s/ Ruiming Zhou Director September 10, 2024
Ruiming Zhou 
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EXHIBIT 31.1

CERTIFICATION

I, Qiuping Lu, certify that:

1. I have reviewed this report on Form 10-Q of Yijia Group Corp.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
--- ---
b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles;
c. evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
--- ---
a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
--- ---
b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
/s/ Qiuping Lu
---
Qiuping Lu
Chief (Principal) Executive Officer and President
September 10, 2024

EXHIBIT 31.2

CERTIFICATION

I, Steve Niu, certify that:

1. I have reviewed this report on Form 10-Q of Yijia Group Corp.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
--- ---
b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles;
c. evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
--- ---
a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
--- ---
b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
/s/ Steve Niu
---
Steve Niu
Chief (Principal) Financial Officer
September 10, 2024

.

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION1350, AS ADOPTED

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEYACT OF 2002

In connection with the Quarterly Report of Yijia Group Corp. (the “Company”) on Form 10-Q for the quarter ended July 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned, in the capacities and on the dates indicated below, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ Qiuping Lu
---
Qiuping Lu
Chief (Principal) Executive Officer and President
September 10, 2024
/s/ Steve Niu
Steve Niu
Chief (Principal) Financial Officer
September 10, 2024

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