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Table of Contents

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, 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, 2023

 

☐  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)
   
30 N Gould St, Suite 22545, Sheridan, WY 82801
(Address of principal executive offices) (Zip Code)

 

Tel: +1 310-266-3738

(Registrant’s telephone number, including area code)

 

(Address and telephone number of principal executive offices)

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Name of each exchange on which registered
N/A N/A

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. 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 outstanding of the issuer's common stock, as of September 12, 2023 was 5,871,250

 

 

 

   

 

 

QUARTERLY REPORT ON FORM 10-Q

   

TABLE OF CONTENTS

   

    Page
PART I FINANCIAL INFORMATION:  
     
Item 1. Financial Statements (Unaudited) 3
     
  Unaudited Condensed Balance Sheets as of July 31, 2023 and April 30, 2023 4
     
  Unaudited Condensed Statements of Operations for the Three Months ended July 31, 2023 and 2022 5
     
  Unaudited Condensed Statements of Changes in Stockholders’ Deficit for the Three Months Ended July 31, 2023 and 2022 6
     
  Unaudited Condensed Statements of Cash Flows for the Three Months ended July 31, 2023 and 2022 7
     
  Notes to the Unaudited Condensed Financial Statements 8
     
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 13
     
Item 3. Quantitative and Qualitative Disclosures About Market Risk 16
     
Item 4. Controls and Procedures 16
     
PART II OTHER INFORMATION:  
     
Item 1. Legal Proceedings 17
     
Item 1A Risk Factors 17
     
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 17
     
Item 3. Defaults Upon Senior Securities 17
     
Item 4. Mine Safety Disclosures 17
     
Item 5. Other Information 17
     
Item 6. Exhibits 18
     
Signatures 19

 

 

 

 2 

 

 

PART 1 – FINANCIAL INFORMATION

 

Item 1. FINANCIAL STATEMENTS

 

The accompanying interim financial statements of Yijia Group Corp. (“the Company”, “we”, “us” or “our”), have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with United States generally accepted principles have been condensed or omitted pursuant to such rules and regulations.

 

The interim financial statements are condensed and should be read in conjunction with the Company’s latest annual financial statements.

 

In the opinion of management, the financial statements contain all material adjustments, consisting only of normal adjustments considered necessary to present fairly the financial condition, results of operations, and cash flows of the Company for the interim periods presented.

 

 

 

 

 

 

 

 

 

 

 

 

 

 3 

 

 

YIJIA GROUP CORP.

UNAUDITED CONDENSED BALANCE SHEETS

AS OF JULY 31, 2023 AND APRIL 30, 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

 

   July 31, 2023
(Unaudited)		   April 30, 2023
(Audited)		 
         
ASSETS          
Current assets:          
Cash and cash equivalent  $–   $8,728 
Total Current Assets   –    8,728 
           
TOTAL ASSETS  $–   $8,728 
           
LIABILITIES AND STOCKHOLDERS’ DEFICIT          
Liabilities          
Current Liabilities          
Accrued liabilities and other payable  $49,943   $51,843 
Amount due to a related party   16,237    16,100 
Amount due to a director   17,282    – 
Total Current Liabilities   83,462    67,943 
           
Total Liabilities   83,462    67,943 
           
Commitments and Contingencies   –    – 
           
Stockholders’ Deficit          
Common stock, par value $0.001; 75,000,000 shares authorized, 5,871,250 and 5,871,250 shares issued and outstanding, respectively   5,871    5,871 
Additional paid in capital   58,824    58,824 
Accumulated deficit   (148,157)   (123,910)
Total Stockholders’ Deficit   (83,462)   (59,215)
           
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT  $–   $8,728 

 

See accompanying notes, which are an integral part of these unaudited condensed financial statements.

 

 

 

 

 4 

 

 

YIJIA GROUP CORP.

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED JULY 31, 2023 AND 2022

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

 

         
   Three Months ended July 31, 
   2023   2022 
         
Revenue, net  $–   $15,000 
           
OPERATING EXPENSES          
General and Administrative Expenses   (24,247)   (12,866)
TOTAL OPERATING EXPENSES   (24,247)   (12,866)
           
(LOSS) INCOME FROM OPERATION   (24,247)   2,134 
           
(LOSS) INCOME BEFORE INCOME TAX   (24,247)   2,134 
           
PROVISION FOR INCOME TAXES   –    – 
           
NET (LOSS) INCOME  $(24,247)  $2,134 
           

NET (LOSS) INCOME PER SHARE - BASIC AND DILUTED

  $(0.00)  $0.00 
           
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC AND DILUTED   5,871,250    5,871,250 

   

See accompanying notes, which are an integral part of these unaudited condensed financial statements.

 

 

 

 

 

 

 

 

 

 5 

 

 

YIJIA GROUP CORP.

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED JULY 31, 2023 AND 2022

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

 

 

                          
   Common Stock   Additional
Paid-in		   Accumulated   Total
Stockholders’		 
   Shares   Amount   Capital   Deficit   Deficit 
                     
Balance, May 1, 2023 (Audited)   5,871,250   $5,871   $58,824   $(123,910)  $(59,215)
                          
Net loss for the period   –    –    –    (24,247)   (24,247)
                          
Balance, July 31, 2023   5,871,250   $5,871   $58,824   $(148,157)  $(83,462)
                          
                          
                          
                          
Balance, May 1, 2022 (Audited)   5,871,250   $5,871   $58,824   $(99,683)  $(34,988)
                          
Net income for the period   –    –    –    2,134    2,134 
                          
Balance, July 31, 2022   5,871,250   $5,871   $58,824   $(97,549)  $(32,854)

 

See accompanying notes, which are an integral part of these unaudited condensed financial statements.

 

 

 

 

 

 

 

 6 

 

 

YIJIA GROUP CORP.

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED JULY 31, 2023 AND 2022

(Currency expressed in United States Dollars (“US$”)

 

 

         
   Three months ended
July 31, 2023		   Three months ended
July 31, 2022		 
         
CASH FLOWS FROM OPERATING ACTIVITIES          
Net (loss) income  $(24,247)  $2,134 
Changes in operating assets and liabilities:          
Accrued liabilities and other payable   (1,900)   4,647 
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES   (26,147)   6,781 
           
CASH FLOWS FROM FINANCING ACTIVITIES          
Proceed from a related party   137    – 
Proceed from a director   17,282    – 
NET CASH PROVIDED BY FINANCING ACTIVITIES   17,419    – 
           
NET CHANGE IN CASH AND CASH EQUIVALENTS   (8,728)   6,781 
           
Cash and cash equivalents, beginning of period   8,728    23,103 
           
Cash and cash equivalents, end of period  $–   $29,884 
           
SUPPLEMENTAL CASH FLOW INFORMATION:          
Interest paid  $–   $– 
Income taxes paid  $–   $3,880 

 

See accompanying notes, which are an integral part of these unaudited condensed financial statements.

 

 

 

 

 

 

 

 7 

 

 

YIJIA GROUP CORP.

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED JULY 31, 2023

 

 

Note 1 – BASIS OF PRESENTATION

 

The accompanying unaudited condensed financial statements have been prepared by management in accordance with both accounting principles generally accepted in the United States (“GAAP”), and the instructions to Form –Q and Rule 10-01 of Regulation S-X. Certain information and note disclosures normally included in audited financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading.

 

In the opinion of management, the condensed balance sheet as of April 30, 2023 which has been derived from audited financial statements and these unaudited condensed financial statements reflect all normal and considered necessary to state fairly the results for the periods presented. The results for the period ended July 31, 2023 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 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 15, 2023.

 

Note 2 – ORGANIZATION AND NATURE OF BUSINESS

 

Yijia Group Corp. (“the Company”, “we”, “us” or “our”) 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 has been appointed as the Chief Executive Officer, President, Chief Financial Officer and Director of the Company with effect from June 14, 2023.

 

Note 3 – GOING CONCERN

 

The accompanying unaudited condensed financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. The Company suffered from a working capital deficit of $83,462 and an accumulated deficit of $148,157.

 

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.

 

 

 

 8 

 

 

YIJIA GROUP CORP.

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED JULY 31, 2023

 

 

In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern. The accompanying condensed financial statements have been prepared on a going concern basis which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustments relating to the recoverability and classification of assets or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

Note 4 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Use of Estimates

 

The preparation of the unaudited condensed financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. 

 

Cash and cash equivalents

 

Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.

 

Revenue Recognition

 

The Company adopted Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”) using the full retrospective transition method. The Company's adoption of ASU 2014-09 did not have a material impact on the amount and timing of revenue recognized in its condensed financial statements.

 

Under ASU 2014-09, the Company recognizes revenue when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.

 

The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:

 

• identify the contract with a customer;
• identify the performance obligations in the contract;
• determine the transaction price;
• allocate the transaction price to performance obligations in the contract; and
• recognize revenue as the performance obligation is satisfied.

 

Consulting income is recognized, when the service is rendered and billed to the customer on a monthly basis, pursuant to the fulfillment of service terms in the agreement.

 

 

 

 

 9 

 

 

YIJIA GROUP CORP.

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED JULY 31, 2023

 

 

Income Taxes

 

Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

 

Uncertain tax positions

 

The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the ASC 740 provisions of Section 740-10-25 for the three months ended July 31, 2023 and 2022.

 

Net (Loss) Income Per Share

 

The Company computes net (loss) income per share in accordance with FASB ASC 260 “Earnings per Share”. Basic income per share is computed by dividing net (loss) income available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted (loss) income per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive (loss) income per share excludes all potential common shares if their effect is anti-dilutive. As of July 31, 2023 and 2022, there were no potentially dilutive debt or equity instruments issued or outstanding.

 

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 (Loss) Income

 

Comprehensive (loss) income is defined as all changes in stockholders’ deficit, exclusive of transactions with owners, such as capital investments. Comprehensive (loss) 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 July 31, 2023 and April 30, 2023, there were no differences between our comprehensive (loss) income and net (loss) 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.

 

 

 

 10 

 

 

YIJIA GROUP CORP.

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED JULY 31, 2023

 

 

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 amount due to a related party and director approximates its fair value due to their short-term maturity.

 

Recent Accounting Pronouncements

 

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and do not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.

 

Note 5 – AMOUNT DUE TO A RELATED PARTY AND A DIRECTOR

 

Amount due to a related party and a director represent temporary advance by the former director and the current director of the Company. The amounts are unsecured, interest-free and repayment on demand.

 

Note 6 – COMMON STOCK

 

Authorized shares

 

The Company has 75,000,000, $0.001 par value shares of common stock authorized.

 

Issued and outstanding shares

 

As of July 31, 2023 and April 30, 2023, there were 5,871,250 shares of common stock issued and outstanding.

 

Note 7 – INCOME TAXES

 

The Company adopted the provisions of uncertain tax positions as addressed in ASC 740-10-65-1. As a result of the implementation of ASC 740-10-65-1, the Company recognized no increase in the liability for unrecognized tax benefits.

 

The Company has no tax position at July 31, 2023 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. The Company does not recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. No such interest or penalties were recognized during the period presented. The Company had no accruals for interest and penalties at July 31, 2023. The Company’s utilization of any net operating loss carry forward may be unlikely as a result of its intended activities.

 

 

 

 11 

 

 

YIJIA GROUP CORP.

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED JULY 31, 2023

 

 

The valuation allowance at July 31, 2023 was $31,113. The net change in valuation allowance during the three months ended July 31, 2023 was $5,092. 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, 2023 and April 30, 2023.  All tax years since inception remains 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 $148,157 at July 31, 2023, expiring through 2041. There is a limitation on the amount of taxable income that can be offset by carryforwards after a change in control (generally greater than a 50% change in ownership). Temporary differences, which give rise to a net deferred tax asset, are as follows:

 

   As of
July 31, 2023
(Unaudited)		   As of
April 30, 2023
(Audited)		 
Non-current deferred tax assets:          
Net operating loss carryforward  $(148,157)  $(123,910)
           
Total deferred tax assets  $(31,113)  $(26,021)
Valuation allowance   31,113    26,021 
Net deferred tax assets  $–   $– 

 

Note 8 – COMMITMENTS AND CONTINGENCIES

 

As of July 31, 2023, 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 July 31, 2023 to the date these condensed financial statements were available to be issued, on September 14, 2023, and has determined that it does not have any material subsequent events to disclose in these financial statements.

 

 

 

 

 

 

 12 

 

 

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following discussion and analysis of our results of operations and financial condition should be read together with our unaudited condensed financial statements and the notes thereto, which are included elsewhere in this report and our Annual Report on Form 10-K for the fiscal year ended April 30, 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.

 

Starting from July 30, 2021, the Company commenced its operation in the rendering of business consulting service to domestic and international customers. The Company provides consulting services to its clients with regards to funding and other financial matters.

 

Results of Operations

 

We have incurred net current liabilities of $83,462 as at July 31, 2023. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue operations.

 

We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

 

 

 

 

 13 

 

 

On July 28, 2021, Barry Sytner, a non-affiliate of the registrant, purchased an aggregate of 5,066,250 common shares from Kim Lee Poh, Jian Yang and Shaoyin Wu, officers and directors of the registrant and from Jiang Bo, Chen Bo Bo and Zheng Lixing, other majority shareholders of the registrant.  The purchase price for the common shares was paid from Mr. Sytner’s personal funds resulting in a change of control of the registrant. The common shares were transferred to Barry Sytner effective August 4, 2021. The 5,066,250 common shares represent 86.3% of the currently issued and outstanding common of the Company.

 

Starting on July 30, 2021, the Company commenced its operation in the rendering of business consulting service to domestic and international customers. On July 30, 2021, the Company entered into two consulting agreements with non-affiliates to provide business consulting services. Under the consulting agreements, the Company will receive consulting fees of $5,000

 

and $10,000 per month, respectively. The term of the consulting agreements is for an initial three month period. Unless terminated in writing prior to the end of the period, the consulting agreements are renewable for successive three month periods.

 

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 has been appointed as the Chief Executive Officer, President, Chief Financial Officer and Director of the Company with effect from June 14, 2023.

 

Results of operation for the three months ended July 31, 2023 and 2022:

 

   Three Months Ended July 31, 
   2023   2022 
Revenues  $–   $15,000 
General and administrative expenses   (24,247)   (8,986)
(Loss) Income from operation   (24,247)   6,014 
Income tax expense   –    (3,880)
Net (loss) income   (24,247)   2,134 

 

Revenue

 

The Company generated revenues of $0 and $15,000 for the three months ended July 31, 2023 and 2022, respectively. The Company commenced operations from July 30, 2021.

 

Operating expenses

 

The Company incurred operating expenses of $24,247 and $8,986 for the three months ended July 31, 2023, and 2022, respectively.

 

Net (Loss) Income

 

The net (loss) income for the three months ended July 31, 2023 and 2022 was $(24,247) and $2,134.

 

 

 

 14 

 

 

Liquidity and capital resources

 

As of July 31, 2023, our total assets were $0, our current liabilities were $83,462 and stockholders’ deficit was $83,462.

 

We believe our cash balance is insufficient to fund our operations for any period of time. Management anticipates that the Company will be dependent, in the near future, on additional investment capital to fund operating expenses. The Company intends to position itself so that it will be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful.

  

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.

 

   Three Months ended 
   July 31, 2023   July 31, 2022 
Net cash (used in) provided by operating activities  $(26,147)  $6,781 
Net cash provided by investing activities   –    – 
Net cash provided by financing activities   17,419    – 

 

Net Cash (Used In) Provided By Operating Activities

 

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 $1,900.

 

For the three months ended July 31, 2022, net cash provided by operating activities was $6,781, which consisted primarily of a net income of $2,134 and an increase in accrued liabilities and other payables of $4,647.

   

Net Cash Provided By Investing Activities

 

For the three months ended July 31, 2023 and 2022, there were no net cash provided by investing activities.

 

Net Cash Provided By Financing Activities

   

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.

 

For the three months ended July 31, 2022, there was no net cash provided by financing activities.

 

Off-Balance Sheet Arrangements

 

We have no off balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

 

 

 

 15 

 

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

   

None

 

ITEM 4. CONTROLS AND PROCEDURES

   

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

   

An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of July 31, 2023. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.

 

The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our Board of Directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; and (3) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by our Chief Executive Officer and Chief Financial Officer in connection with the review of our financial statements as of July 31, 2023.

 

Management believes that the material weaknesses set forth in items (2) and (3) above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our Board of Directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.

 

Changes in Internal Controls over Financial Reporting

   

There was no change in our internal control over financial reporting that occurred during the period covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. We are aware that any system of controls, however well designed and operated, can only provide reasonable, and not absolute, assurance that the objectives of the system are met, and that maintenance of disclosure controls and procedures is an ongoing process that may change over time.

 

 

 

 

 

 

 16 

 

 

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

   

Item 5.01 Changes in Control of Registrant.

 

Mr. Xianchang Ma, previously the sole Director and Chief Executive Officer of Yijia Group Corp. (the “Company”), 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. As of this transfer, Ms. Qu possesses 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 September 12, 2023 and constituting control of the Company. Effective September 13, 2023, the Board comprises Ms. Qiuping Lu and Mr. Ruiming Zhou. Ms. Qiuping Lu has been appointed as the Chief Executive Officer, President, and Chief Financial Officer of the Company. There exist no other arrangements required to be disclosed under Item 403(c) of Regulation S-K.

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Mr. Xianchang Ma, previously the Chief Executive Officer, President, Chief Financial Officer and Director of the Company, passed away on August 3, 2023.

 

On September 13, 2023, the majority shareholder inducted Ms. Qiuping Lu, and Mr. Ruiming Zhou to the Board. On September 13, 2023, the Board resolved to appoint Ms. Qiuping Lu as the Chief Executive Officer, President, Chief Financial Officer of the Company. There are no current or proposed transactions in which Ms. Qiuping Lu or Mr. Ruiming Zhou has an interest that is required to be disclosed under Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission (“SEC”).

 

Ms. Lu, aged 51, served as the CEO and CFO of China Herb Group Holdings between 2014 and 2019. Ms. Lu is not a party to any transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K, and there are no arrangements or understandings between Ms. Lu and any other persons pursuant to which she was appointed as Director of the Company.

 

Mr. Zhou, aged 56, graduated from the First Vocational School of Ba Meng, Inner Mongolia. Since June 2017, he has been serving as a director at Shandong Tengjunxiang Biotechnology Co., Ltd. Mr. Zhou is not a party to any transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K, and there are no arrangements or understandings between Mr. Zhou and any other persons pursuant to which she was appointed as Director of the Company.

 

 

 17 

 

 

ITEM 6.

EXHIBITS

 

The following exhibits are included as part of this report by reference:

 

31.1   Certification of Chief Executive Officer and Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).
     
32.1   Certification 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)

 

*XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

 

The following are a list of exhibits which we previously filed in other reports which we filed with the SEC, including the Exhibit No., description of the exhibit and the identity of the Report where the exhibit was filed.

 

99.1   Securities Purchase Agreement dated June 6, 2023 (incorporated by reference to Form 8-K filed on June 15, 2023)

 

 

 

 

 

 

 

 

 

 18 

 

 

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 September 14, 2023.

 

 

Yijia Group Corp.

 

By: /s/ Qiuping Lu                   September 14, 2023
 

Qiuping Lu

Chief Executive Officer, Chief Financial Officer and Director

(Principal Executive and Financial Officer)

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 19 

Exhibit 31.1

   

Certification of Chief Executive Officer and Chief Financial Officer

pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).

 

 

I, Qiuping Lu, certify that:

 

1. I have reviewed this Quarterly 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 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we 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 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; and

 

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 the 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.
 

 

Dated: September 14, 2023

 

By:    /s/ Qiuping Lu
  Name: Qiuping Lu
 

Title: Chief Executive Officer and Chief Financial Officer

(Principal Executive Officer)

 

Exhibit 32.1

   

CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

 

In connection with the Quarterly Report of Yijia Group Corp (the “Company”) on Form 10-Q for the period ended July 31, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Qiuping Lu, Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

 

(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 result of operations of the Company.

   

Dated: September 14, 2023

 

By:    /s/ Qiuping Lu
  Name: Qiuping Lu
 

Title: Chief Executive Officer and Chief Financial Officer

(Principal Executive Officer)

 

 

v3.23.2
Cover - shares
 3 Months Ended
Jul. 31, 2023
Sep. 12, 2023
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Quarterly Report true  
Document Transition Report false  
Document Period End Date Jul. 31, 2023  
Document Fiscal Period Focus Q1  
Document Fiscal Year Focus 2024  
Current Fiscal Year End Date --04-30  
Entity File Number 333-218733  
Entity Registrant Name Yijia Group Corp.  
Entity Central Index Key 0001699709  
Entity Tax Identification Number 35-2583762  
Entity Incorporation, State or Country Code NV  
Entity Address, Address Line One 30 N Gould St  
Entity Address, Address Line Two Suite 22545  
Entity Address, City or Town Sheridan  
Entity Address, State or Province WY  
Entity Address, Postal Zip Code 82801  
City Area Code 310  
Local Phone Number 266-3738  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   5,871,250
v3.23.2
Unaudited Condensed Balance Sheets - USD ($)
Jul. 31, 2023
Apr. 30, 2023
Current assets:    
Cash and cash equivalent $ 0 $ 8,728
Total Current Assets 0 8,728
TOTAL ASSETS 8,728
Current Liabilities    
Accrued liabilities and other payable 49,943 51,843
Amount due to a related party 16,237 16,100
Amount due to a director 17,282
Total Current Liabilities 83,462 67,943
Total Liabilities 83,462 67,943
Commitments and Contingencies
Stockholders’ Deficit    
Common stock, par value $0.001; 75,000,000 shares authorized, 5,871,250 and 5,871,250 shares issued and outstanding, respectively 5,871 5,871
Additional paid in capital 58,824 58,824
Accumulated deficit (148,157) (123,910)
Total Stockholders’ Deficit (83,462) (59,215)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT $ 0 $ 8,728
v3.23.2
Unaudited Condensed Balance Sheets (Parenthetical) - $ / shares
Jul. 31, 2023
Apr. 30, 2023
Statement of Financial Position [Abstract]    
Common Stock, Par or Stated Value Per Share $ 0.001 $ 0.001
Common Stock, Shares Authorized 75,000,000 75,000,000
Common Stock, Shares, Issued 5,871,250 5,871,250
Common Stock, Shares, Outstanding 5,871,250 5,871,250
v3.23.2
Unaudited Condensed Statements of Operations - USD ($)
 3 Months Ended
Jul. 31, 2023
Jul. 31, 2022
Income Statement [Abstract]    
Revenue, net $ 0 $ 15,000
OPERATING EXPENSES    
General and Administrative Expenses (24,247) (12,866)
TOTAL OPERATING EXPENSES (24,247) (12,866)
(LOSS) INCOME FROM OPERATION (24,247) 2,134
(LOSS) INCOME BEFORE INCOME TAX (24,247) 2,134
PROVISION FOR INCOME TAXES 0 0
NET (LOSS) INCOME $ (24,247) $ 2,134
v3.23.2
Unaudited Condensed Statements of Operations (Parenthetical) - $ / shares
 3 Months Ended
Jul. 31, 2023
Jul. 31, 2022
Income Statement [Abstract]    
Earnings Per Share, Basic $ (0.00) $ 0.00
Earnings Per Share, Diluted $ (0.00) $ 0.00
Weighted Average Number of Shares Outstanding, Basic 5,871,250 5,871,250
Weighted Average Number of Shares Outstanding, Diluted 5,871,250 5,871,250
v3.23.2
Unaudited Condensed Statements of Changes in Stockholders Deficit - USD ($)
Common Stock [Member]
Additional Paid-in Capital [Member]
Retained Earnings [Member]
Total
Beginning balance, value at Apr. 30, 2022 $ 5,871 $ 58,824 $ (99,683) $ (34,988)
Shares, Outstanding, Beginning Balance at Apr. 30, 2022 5,871,250      
Net income for the period 2,134 2,134
Ending balance, value at Jul. 31, 2022 $ 5,871 58,824 (97,549) (32,854)
Shares, Outstanding, Beginning Balance at Jul. 31, 2022 5,871,250      
Beginning balance, value at Apr. 30, 2023 $ 5,871 58,824 (123,910) (59,215)
Shares, Outstanding, Beginning Balance at Apr. 30, 2023 5,871,250      
Net income for the period (24,247) (24,247)
Ending balance, value at Jul. 31, 2023 $ 5,871 $ 58,824 $ (148,157) $ (83,462)
Shares, Outstanding, Beginning Balance at Jul. 31, 2023 5,871,250      
v3.23.2
Unaudited Condensed Statements of Cash Flows - USD ($)
 3 Months Ended
Jul. 31, 2023
Jul. 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES    
Net (loss) income $ (24,247) $ 2,134
Changes in operating assets and liabilities:    
Accrued liabilities and other payable (1,900) 4,647
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES (26,147) 6,781
CASH FLOWS FROM FINANCING ACTIVITIES    
Proceed from a related party 137 0
Proceed from a director 17,282 0
NET CASH PROVIDED BY FINANCING ACTIVITIES 17,419 0
NET CHANGE IN CASH AND CASH EQUIVALENTS (8,728) 6,781
Cash and cash equivalents, beginning of period 8,728 23,103
Cash and cash equivalents, end of period 29,884
SUPPLEMENTAL CASH FLOW INFORMATION:    
Interest paid 0 0
Income taxes paid $ 0 $ 3,880
v3.23.2
BASIS OF PRESENTATION
 3 Months Ended
Jul. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
BASIS OF PRESENTATION

Note 1 – BASIS OF PRESENTATION

 

The accompanying unaudited condensed financial statements have been prepared by management in accordance with both accounting principles generally accepted in the United States (“GAAP”), and the instructions to Form –Q and Rule 10-01 of Regulation S-X. Certain information and note disclosures normally included in audited financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading.

 

In the opinion of management, the condensed balance sheet as of April 30, 2023 which has been derived from audited financial statements and these unaudited condensed financial statements reflect all normal and considered necessary to state fairly the results for the periods presented. The results for the period ended July 31, 2023 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 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 15, 2023.

 
v3.23.2
ORGANIZATION AND NATURE OF BUSINESS
 3 Months Ended
Jul. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
ORGANIZATION AND NATURE OF BUSINESS

Note 2 – ORGANIZATION AND NATURE OF BUSINESS

 

Yijia Group Corp. (“the Company”, “we”, “us” or “our”) 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 has been appointed as the Chief Executive Officer, President, Chief Financial Officer and Director of the Company with effect from June 14, 2023.

 
v3.23.2
GOING CONCERN
 3 Months Ended
Jul. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
GOING CONCERN

Note 3 – GOING CONCERN

 

The accompanying unaudited condensed financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. The Company suffered from a working capital deficit of $83,462 and an accumulated deficit of $148,157.

 

Therefore, there is substantial doubt about the Company’s ability to continue as a going concern without future profitability. Management anticipates that the Company will be dependent, in the near future, on additional investment capital to fund operating expenses. The Company intends to position itself so that it will be able to raise additional funds through the capital markets.

 

 

In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern. The accompanying condensed financial statements have been prepared on a going concern basis which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustments relating to the recoverability and classification of assets or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

 
v3.23.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 3 Months Ended
Jul. 31, 2023
Accounting Policies [Abstract]  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Note 4 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Use of Estimates

 

The preparation of the unaudited condensed financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. 

 

Cash and cash equivalents

 

Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.

 

Revenue Recognition

 

The Company adopted Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”) using the full retrospective transition method. The Company's adoption of ASU 2014-09 did not have a material impact on the amount and timing of revenue recognized in its condensed financial statements.

 

Under ASU 2014-09, the Company recognizes revenue when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.

 

The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:

 

• identify the contract with a customer;
• identify the performance obligations in the contract;
• determine the transaction price;
• allocate the transaction price to performance obligations in the contract; and
• recognize revenue as the performance obligation is satisfied.

 

Consulting income is recognized, when the service is rendered and billed to the customer on a monthly basis, pursuant to the fulfillment of service terms in the agreement.

 

 

Income Taxes

 

Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

 

Uncertain tax positions

 

The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the ASC 740 provisions of Section 740-10-25 for the three months ended July 31, 2023 and 2022.

 

Net (Loss) Income Per Share

 

The Company computes net (loss) income per share in accordance with FASB ASC 260 “Earnings per Share”. Basic income per share is computed by dividing net (loss) income available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted (loss) income per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive (loss) income per share excludes all potential common shares if their effect is anti-dilutive. As of July 31, 2023 and 2022, there were no potentially dilutive debt or equity instruments issued or outstanding.

 

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 (Loss) Income

 

Comprehensive (loss) income is defined as all changes in stockholders’ deficit, exclusive of transactions with owners, such as capital investments. Comprehensive (loss) 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 July 31, 2023 and April 30, 2023, there were no differences between our comprehensive (loss) income and net (loss) 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 amount due to a related party and director 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.

 
v3.23.2
AMOUNT DUE TO A RELATED PARTY AND A DIRECTOR
 3 Months Ended
Jul. 31, 2023
Related Party Transactions [Abstract]  
AMOUNT DUE TO A RELATED PARTY AND A DIRECTOR

Note 5 – AMOUNT DUE TO A RELATED PARTY AND A DIRECTOR

 

Amount due to a related party and a director represent temporary advance by the former director and the current director of the Company. The amounts are unsecured, interest-free and repayment on demand.

 
v3.23.2
COMMON STOCK
 3 Months Ended
Jul. 31, 2023
Equity [Abstract]  
COMMON STOCK

Note 6 – COMMON STOCK

 

Authorized shares

 

The Company has 75,000,000, $0.001 par value shares of common stock authorized.

 

Issued and outstanding shares

 

As of July 31, 2023 and April 30, 2023, there were 5,871,250 shares of common stock issued and outstanding.

 
v3.23.2
INCOME TAXES
 3 Months Ended
Jul. 31, 2023
Income Tax Disclosure [Abstract]  
INCOME TAXES

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 July 31, 2023 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. The Company does not recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. No such interest or penalties were recognized during the period presented. The Company had no accruals for interest and penalties at July 31, 2023. The Company’s utilization of any net operating loss carry forward may be unlikely as a result of its intended activities.

 

 

The valuation allowance at July 31, 2023 was $31,113. The net change in valuation allowance during the three months ended July 31, 2023 was $5,092. 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, 2023 and April 30, 2023.  All tax years since inception remains 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 $148,157 at July 31, 2023, expiring through 2041. There is a limitation on the amount of taxable income that can be offset by carryforwards after a change in control (generally greater than a 50% change in ownership). Temporary differences, which give rise to a net deferred tax asset, are as follows:

 

   As of
July 31, 2023
(Unaudited)		   As of
April 30, 2023
(Audited)		 
Non-current deferred tax assets:          
Net operating loss carryforward  $(148,157)  $(123,910)
           
Total deferred tax assets  $(31,113)  $(26,021)
Valuation allowance   31,113    26,021 
Net deferred tax assets  $–   $– 

 
v3.23.2
COMMITMENTS AND CONTINGENCIES
 3 Months Ended
Jul. 31, 2023
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS AND CONTINGENCIES

Note 8 – COMMITMENTS AND CONTINGENCIES

 

As of July 31, 2023, the Company has no material commitments and contingencies.

 
v3.23.2
SUBSEQUENT EVENTS
 3 Months Ended
Jul. 31, 2023
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

Note 9 – SUBSEQUENT EVENTS

 

In accordance with ASC Topic 855, “Subsequent Events” the Company has analyzed its operations subsequent to July 31, 2023 to the date these condensed financial statements were available to be issued, on September 14, 2023, and has determined that it does not have any material subsequent events to disclose in these financial statements.
v3.23.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
 3 Months Ended
Jul. 31, 2023
Accounting Policies [Abstract]  
Use of Estimates

Use of Estimates

 

The preparation of the unaudited condensed financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. 

 
Cash and cash equivalents

Cash and cash equivalents

 

Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.

 
Revenue Recognition

Revenue Recognition

 

The Company adopted Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”) using the full retrospective transition method. The Company's adoption of ASU 2014-09 did not have a material impact on the amount and timing of revenue recognized in its condensed financial statements.

 

Under ASU 2014-09, the Company recognizes revenue when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.

 

The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:

 

• identify the contract with a customer;
• identify the performance obligations in the contract;
• determine the transaction price;
• allocate the transaction price to performance obligations in the contract; and
• recognize revenue as the performance obligation is satisfied.

 

Consulting income is recognized, when the service is rendered and billed to the customer on a monthly basis, pursuant to the fulfillment of service terms in the agreement.

 

 
Income Taxes

Income Taxes

 

Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

 
Uncertain tax positions

Uncertain tax positions

 

The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the ASC 740 provisions of Section 740-10-25 for the three months ended July 31, 2023 and 2022.

 
Net (Loss) Income Per Share

Net (Loss) Income Per Share

 

The Company computes net (loss) income per share in accordance with FASB ASC 260 “Earnings per Share”. Basic income per share is computed by dividing net (loss) income available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted (loss) income per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive (loss) income per share excludes all potential common shares if their effect is anti-dilutive. As of July 31, 2023 and 2022, there were no potentially dilutive debt or equity instruments issued or outstanding.

 
Currencies

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 (Loss) Income

Comprehensive (Loss) Income

 

Comprehensive (loss) income is defined as all changes in stockholders’ deficit, exclusive of transactions with owners, such as capital investments. Comprehensive (loss) 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 July 31, 2023 and April 30, 2023, there were no differences between our comprehensive (loss) income and net (loss) income.

 
Related parties

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

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 amount due to a related party and director approximates its fair value due to their short-term maturity.

 
Recent Accounting Pronouncements

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.

 
v3.23.2
INCOME TAXES (Tables)
 3 Months Ended
Jul. 31, 2023
Income Tax Disclosure [Abstract]  
INCOME TAXES (Details - Deferred taxes)
   As of
July 31, 2023
(Unaudited)		   As of
April 30, 2023
(Audited)		 
Non-current deferred tax assets:          
Net operating loss carryforward  $(148,157)  $(123,910)
           
Total deferred tax assets  $(31,113)  $(26,021)
Valuation allowance   31,113    26,021 
Net deferred tax assets  $–   $– 
v3.23.2
GOING CONCERN (Details Narrative) - USD ($)
Jul. 31, 2023
Apr. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]    
Working capital deficit $ 83,462  
Retained Earnings (Accumulated Deficit) $ 148,157 $ 123,910
v3.23.2
COMMON STOCK (Details Narrative) - $ / shares
Jul. 31, 2023
Apr. 30, 2023
Equity [Abstract]    
Common Stock, Shares Authorized 75,000,000 75,000,000
Common Stock, Par or Stated Value Per Share $ 0.001 $ 0.001
Common Stock, Shares, Issued 5,871,250 5,871,250
Common Stock, Shares, Outstanding 5,871,250 5,871,250
v3.23.2
INCOME TAXES (Details - Deferred taxes) - USD ($)
Jul. 31, 2023
Apr. 30, 2023
Non-current deferred tax assets:    
Net operating loss carryforward $ (148,157) $ (123,910)
Total deferred tax assets (31,113) (26,021)
Valuation allowance 31,113 26,021
Net deferred tax assets $ 0 $ 0
v3.23.2
INCOME TAXES (Details Narrative) - USD ($)
 3 Months Ended
Jul. 31, 2023
Apr. 30, 2023
Income Tax Disclosure [Abstract]    
Deferred Tax Assets, Valuation Allowance $ 31,113 $ 26,021
Increase (Decrease) in Deferred Income Taxes 5,092  
Operating Loss Carryforwards $ 148,157  
Yijia (PK) (USOTC:YJGJ)
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