Table of Contents
As filed with the Securities and Exchange Commission
on May 17, 2023
File No. – 333-259600
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-1
POST-EFFECTIVE AMENDMENT NO. 4
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
YIJIA GROUP CORP.
(Exact name of registrant as specified in its charter)
Nevada |
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8748 |
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35-2583762 |
(State or other jurisdiction
of incorporation or organization) |
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(Primary Standard Industrial Classification Code) |
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(I.R.S. Employer Identification No.) |
30 N Gould St., Suite 22545
Sheridan, WY 82801
Telephone: (310) 266-3738
(Address and telephone number of registrant's principal
executive offices)
Barry Sytner
30 N Gould St., Suite 22545
Sheridan, WY 82801
Telephone: (310) 266-3738
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies of all Correspondence to:
J.M. Walker & Associates
Attorneys At Law
7841 S. Garfield Way
Centennial, Colorado
Telephone: (303) 850-7637
Facsimile: (303) 482-2731
Approximate date of commencement of proposed sale
to the public: As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this
form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check the following
box: [X]
If this form is filed to register additional securities
for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering. [_]
If this form is a post-effective amendment filed
pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. [_]
If this form is a post-effective amendment filed
pursuant to Rule 462 (d) under the Securities Act, check the following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. [_]
If delivery of the prospectus is expected to be
made pursuant to Rule 434, please check the following box: [_]
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting registrant.
Large accelerated filer |
[_] |
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Accelerated filer |
[_] |
Non-accelerated filer |
[X] |
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Smaller reporting registrant |
[X] |
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Emerging growth company |
[X] |
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 accounting standards
provided pursuant to Section 13(a) of the Exchange Act. [_]
Explanatory
Note
This Post-Effective
Amendment No. 4 (this “Post-Effective Amendment”) relates to the registration statement on Form S-1 (File No. 333-259600),
initially filed by the Registrant, with the Securities and Exchange Commission (the “SEC”) on September 17, 2021 and declared
effective by the SEC on October 18, 2021 (the “Registration Statement”).
This Post-Effective
Amendment is being filed pursuant to Section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”) to
update the Registration Statement to include, among other things, the financial statements for the year ended April 30, 2023 which were
filed with the Commission on May 15, 2023 as part of the Registrant’s Annual Report on Form 10-K.
This Post-Effective
Amendment covers only the resale, from time to time, of eight hundred five thousand (805,000) shares of common stock. The Registrant
previously paid to the SEC the entire registration fee relating to the shares of common stock that are the subject of this Post-Effective
Amendment. The Registrant paid a fee of $12.30 in connection with the registration of 805,000 shares of common stock in connection with
the Registration Statement.
Prospectus Dated May 17, 2023
YIJIA GROUP CORP.
805,000 Common Shares to be offered for resale
by Selling Stockholders
This prospectus relates to the sale of up to 805,000
common shares, par value of $0.001 by selling stockholders (“Selling Stockholders”). The Selling Stockholders shall sell their
common shares at a fixed price of $.14 per common share unless and until our shares are quoted on the OTC Bulletin Board, the OTCQX, the
OTCQB or a national securities exchange.
The offering will commence on the effective date
of this prospectus and will terminate on or before July 31, 2023. In our sole discretion, we may terminate the offering before all of
the common shares are sold.
There is a limited market for our securities.
Our common stock is presently traded on the Over-The-Counter Pink market under the symbol “YJGJ”.
Our auditor has expressed substantial doubt as
to our ability to continue as a going concern.
Investing in our common shares involves a high
degree of risk. You should purchase common shares only if you can afford a complete loss. See “Risk Factors” beginning on
page 6.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.
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Per Common Share |
Underwriter’s discounts
and commissions |
Total |
Offering Price by Selling Stockholders |
$.14 |
$0.00 |
$112,700 |
Proceeds to Selling Stockholders, before expenses(1) |
$.14 |
$0.00 |
$112,700 |
(1)The Selling Stockholders may sell
or otherwise dispose of the common shares covered by this prospectus in a number of different ways and at varying prices. We provide more
information about how the Selling Stockholders may sell or otherwise dispose of their common shares in the section entitled "Plan
of Distribution." The Selling Stockholders will pay all brokerage fees and commissions and similar expenses. We will pay all expenses
(except brokerage fees and commissions and similar expenses) relating to the registration of the common shares with the Securities and
Exchange Commission. Each Selling Stockholder is an "underwriter" within the meaning of the Securities Act of 1933, as amended.
TABLE OF CONTENTS
Unless otherwise
specified or the context otherwise requires, references in this prospectus to "we", "our" and "us" and the
"Company" refer to Yijia Group Corp.
You should rely only on the information contained
in this prospectus or contained in any free writing prospectus prepared by or on behalf of us or to which we have referred you. Neither
we nor the Selling Stockholders have authorized anyone to provide you with information that is different from that contained in such prospectuses.
We are offering to sell our common shares and seeking offers to buy common shares, only in jurisdictions where such offers and sales are
permitted. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of
this prospectus or any sale of our common stock. Our business, financial condition, results of operations and prospects may have changed
since that date.
In this prospectus, we rely on and refer to information
and statistics regarding our industry. We obtained this statistical, market and other industry data and forecasts from publicly available
information. While we believe that the statistical data, market data and other industry data and forecasts are reliable, we have not independently
verified the data.
For investors outside of the United States: we
have not done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action
for that purpose is required, other than in the United States. You are required to inform yourselves about and to observe any restrictions
relating to this offering and the distribution of this prospectus.
PROSPECTUS SUMMARY
To understand this offering fully, you should
read the entire prospectus carefully, including the risk factors beginning on page 7 and the financial statements.
The Company: |
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Yijia
Group Corp. (“the Company”, “we”, “us” or “our”) was incorporated as Soldino Group Corp.
on January 25, 2017 under the laws of the State of Nevada, United States of America. On November 15, 2018, the Company changed its name
to Yijia Group Corp. The Company is in good standing in the State of Nevada and in any jurisdiction where it is qualified to do business. |
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Our principal executive offices are virtual
and are located at 230 N Gould St., Suite 22545, Sheridan, WY 82801. Our telephone number is (310) 266-3738 |
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Operations: |
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Starting from July 30, 2021, the Company commenced its operation in
the rendering of business consulting service to domestic and international customers. |
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Common
Shares Being Offered For Resale by the Selling Stockholders: |
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805,000 common shares |
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Common Shares Outstanding Prior to the
Offering: |
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5,871,250 common shares |
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Common Shares Outstanding after the
Offering: |
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5,871,250 common shares |
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Terms of Offering: |
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The
Selling Stockholders may sell or otherwise dispose of the common shares covered by this prospectus in a number of different ways and at
varying prices. We provide more information about how the Selling Stockholders may sell or otherwise dispose of their common shares in
the section entitled “Plan of Distribution.” The Selling Stockholders will pay all brokerage fees and commissions and similar
expenses. We will pay all expenses (except brokerage fees and commissions and similar expenses) relating to the registration of the common
shares with the Securities and Exchange Commission. Each Selling Stockholder is an "underwriter" within the meaning of the Securities
Act of 1933, as amended. |
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Termination of
the Offering: |
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The offering will commence on the effective date of this prospectus and will terminate on or before July 31, 2023. In
management’s sole discretion, we may terminate the offering before all of the common shares are sold. |
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Use of Proceeds: |
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The
Selling Stockholders will receive all of the proceeds from the sale of the common shares offered for sale by them under this prospectus.
We will not receive proceeds from the sale of the common shares by the Selling Stockholders. |
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Risk Factors: |
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The
common shares offered hereby involve a high degree of risk and should not be purchased by investors who cannot afford the loss of their
entire investment. |
RISK FACTORS
A purchase of common shares offered hereby involves
a very high degree of risk and is suitable only for persons of substantial means who have no need for liquidity with respect to an investment
in the Company and who can risk the loss of their entire investment. Our business will be subject to numerous risk factors, including
the following:
Risks Related to the Offering
1. You could lose your
entire investment.
The securities offered hereby are highly speculative,
involve a high degree of risk and should not be purchased by any person who cannot afford the loss of the entire investment. A purchase
of our common shares in this offering would be unsuitable for a person who cannot afford to sustain such a loss.
2. There
is only a limited market through which our common shares may be sold
There is currently only a limited market through
which our common shares may be sold and the purchasers of such common shares may not be able to resell such securities purchased in this
offering. There can be no assurance that a secondary market will develop for our common shares or that any secondary market which does
develop will continue. This may affect the pricing of our shares in the secondary market, if any, the transparency and availability of
trading prices, the liquidity of the shares and the extent of regulation of such shares.
3. We
may need additional capital in the future, which may not be available to us on favorable terms, or at all, and may dilute your ownership
of our common stock.
We currently rely on outside financing to fund
our operations, capital expenditures and expansion. We may require additional capital from equity or debt financing in the future to:
| a) | fund our operations; |
| b) | respond to competitive pressures; |
| c) | take advantage of strategic opportunities, including more rapid
expansion of our business or the acquisition of complementary products, technologies or businesses; and |
| d) | develop new products or enhancements to existing products. |
We may not be able to secure timely additional
financing on favorable terms, or at all. The terms of any additional financing may place limits on our financial and operating flexibility.
If we raise additional funds through issuances of equity, convertible debt securities or other securities convertible into equity, our
existing stockholders could suffer significant dilution in their percentage ownership of the Company, and any new securities we issue
could have rights, preferences and privileges senior to those of our common stock. If we are unable to obtain adequate financing or financing
on terms satisfactory to us, if and when we require it, our ability to grow or support our business and to respond to business challenges
could be significantly limited.
4. We
may expand, through acquisitions of or investments in other companies or through business relationships, all of which may result in additional
dilution to our stockholders and consumption of resources that are necessary to sustain our business.
One of our business strategies is to acquire competing
or complementary services, technologies or businesses. In connection with one or more of those transactions, we may:
| a) | issue additional equity securities that would dilute our stockholders; |
| b) | use cash that we may need in the future to operate our business; |
| c) | incur debt on terms unfavorable to us or that we are unable to repay; |
| d) | incur large charges or substantial liabilities; |
| e) | encounter difficulties retaining key employees of the acquired company or integrating diverse business
cultures; |
| f) | become subject to adverse tax consequences, substantial depreciation or deferred compensation charges;
and |
| g) | encounter unfavorable reactions from investment banking market analysts who disapprove of our completed
acquisitions. |
5. Resales
of shares purchased by the selling stockholders may cause the market price of our common shares to decline.
Selling Stockholders will have the financial incentive
to sell the common shares. The timing of sales and the price at which the common shares are sold by the Selling Stockholders could have
an adverse effect upon the public market, if any, for our common shares. There may be no independent or third-party underwriter involved
in the offering of the common shares held by or to be received by the Selling Stockholders, and there can be no guarantee that the disposition
of those common shares will be completed in a manner that is not disruptive to the market for our common shares.
6. The
later sale of our common shares may further dilute your shares.
As of May 17, 2023,
we have 5,871,250 common shares outstanding. Our board of directors is authorized to sell additional common shares or securities
convertible into common shares, if in their discretion they determine that such action would be beneficial to us. Any such issuance below
the offering price of the common shares being sold in this offering would dilute the interest of persons acquiring common shares in this
offering.
Risk Factors Relating to Our Business
7. We have minimal working
capital with which to execute our business plan.
We have minimal working capital. We anticipate
needing additional working capital as our business expands. We cannot assure you that the revenue received from current operations will
provide sufficient working capital to enable us to continue to operate profitably or accomplish the proposed expansion of our business.
8. Our
auditors have raised substantial doubt about our ability to continue as a going concern.
Because we do not have sufficient working capital
necessary to pursue our business objectives, our auditors have expressed their opinion that we may fail in the future if we do not generate
revenue and profits in the near future. This opinion must be disclosed to all potential investors and other sources of capital, which
may adversely affect our ability to raise capital. Shareholders and creditors' confidence may be low in evaluating our Company. If we
are successful in acquiring a loan or a line of credit, we may be charged a much higher interest rate because of our financial condition.
We have not yet established
an ongoing source of revenues sufficient to cover our operating costs and to allow us to continue as a going concern. Our ability to continue
as a going concern is dependent on obtaining adequate capital to fund operating losses until we become profitable. If we are unable to
obtain adequate capital, we could be forced to cease operations.
In order to continue
as a going concern, we will need, among other things, additional capital resources. Management's plan is to obtain such resources for
the Company by seeking equity and/or debt financing sufficient to meet our minimal operating expenses and for specific project financing.
However, management cannot provide any assurances that we will be successful in accomplishing any of our plans.
9. We do not intend to
pay cash dividends on our common shares in the foreseeable future.
Any payment of cash dividends will depend upon
our financial condition, results of operations, capital requirements and other factors and will be at the discretion of our board of directors.
We do not anticipate paying cash dividends on our common shares in the foreseeable future. Furthermore, we may incur indebtedness that
may restrict or prohibit the payment of dividends.
10. We may not be able
to effectively manage our anticipated growth.
In order to accommodate anticipated growth and
to compete effectively in our industry, we will need to continue to implement and improve our operations on a timely basis, as well as
expand, motivate and manage any personnel. Successful implementation of our strategy also requires that we recruit additional key employees
in management, supervision, operations and sales as the need arises. We cannot assure you that our personnel, systems, procedures and
controls will be adequate to support our existing and future operations. Any failure to implement and improve such operations could have
a material adverse effect on our business, operating results and financial condition.
11. Our growth depends
on our ability to expand our client base, which is unproven.
Our growth depends upon our ability to maintain
existing clientele and to expand nationally with new clients. We cannot assure you that our efforts to increase our number of clients
can be accomplished on a profitable basis. Our expansion will depend on a number of factors, including some over which we have no control
whatsoever (such as market conditions and the actions or omissions of third parties). If we fail to expand the number of clients in a
timely manner, it would have a material adverse effect on our business, operating results and financial condition.
12. Risk
management processes may not fully mitigate exposure to the various risks that we face, including individual market risk.
We will continue to refine our risk management
techniques, strategies and assessment methods on an ongoing basis. However, risk management techniques and strategies, including those
available to the market generally, may not be fully effective in mitigating our risk exposure in all economic market environments or against
all types of risk. For example, we might fail to identify or anticipate particular risks that our systems are capable of identifying,
or the systems that they use, and that are used within the industry generally, may fail to anticipate certain risks. Some of their strategies
for managing risk are based upon our use of observed historical market behavior. Any failures in their risk management techniques and
strategies to accurately quantify their risk exposure could limit our ability to manage risks. In addition, any risk management failures
could cause our losses to be significantly greater than the historical measures indicate. Further, our risk modeling cannot take all risks
into account. Our more qualitative approach to managing those risks could prove insufficient, exposing us to material unanticipated losses.
13. An
inability to access capital readily or on terms favorable to us could impair our ability to fund operations and could jeopardize our financial
condition.
Liquidity, or ready access to funds, is essential
to our business. In the future we may need to incur debt or issue equity in order to fund our working capital requirements, as well as
to execute our growth initiatives that may include acquisitions and other investments. Our access to funding sources could be hindered
by many factors, and many of these factors we cannot control, such as economic downturns and the disruption of financial markets or negative
news about industries we conduct business in, generally or us specifically. Factors that are specific to our business include the possibility
that lenders or investors could develop a negative perception of our long-term or short-term financial prospects, for example if the level
of our business activity decreased due to a market and economic downturn. Similarly, our access to funds may be impaired if regulatory
authorities took significant action against us, or if we discovered that one of our employees had engaged in serious unauthorized or illegal
activity.
We currently do not have a credit rating, which
could adversely affect our liquidity and competitive position by increasing our borrowing costs and limiting access to sources of liquidity
that require a credit rating as a condition to providing funds.
14. We
rely on our executive officer in the execution of our business plan, and we would be adversely impacted if he was to become unavailable
to us.
We believe that our ability to execute our business
strategy will depend to a significant extent upon the efforts and abilities of Barry Sytner, our sole officer and director. If he was
to become unavailable to us, our operations would be adversely affected.
15. Our
ability to attract, develop and retain highly skilled and productive employees is critical to the success of our business.
We face intense competition for qualified employees
from other businesses in our industry, and the performance of our business may suffer to the extent we are unable to attract and retain
employees effectively, particularly given the relatively small size of our company and our employee base compared to some of our competitors.
16. Our
exposure to legal liability is significant and could lead to substantial damages.
We face significant legal risks in our businesses.
These risks include potential liability under securities laws and regulations in connection with the Company, and our various business
transactions. The volume and amount of damages claimed in litigation, arbitrations, regulatory enforcement actions and other adversarial
proceedings against companies have increased in recent years. We also are subject to claims from disputes with our employees and our former
employees under various circumstances. Risks associated with legal liability often are difficult to assess or quantify and their existence
and magnitude can remain unknown for significant periods of time, making the amount of legal reserves related to these legal liabilities
difficult to determine and subject to future revision. Legal or regulatory matters involving our directors, officers or employees in their
individual capacities also may create exposure for us because we may be obligated or may choose to indemnify the affected individuals
against liabilities and expenses they incur in connection with such matters to the extent permitted under applicable law. In addition,
like other service-oriented companies, we may face the possibility of employee fraud or misconduct. The precautions we take to prevent
and detect this activity may not be effective in all cases and we cannot assure you that we will be able to deter or prevent fraud or
misconduct. Exposures from and expenses incurred related to any of the foregoing actions or proceedings could have a negative impact on
our results of operations and financial condition. In addition, future results of operations could be adversely affected if reserves relating
to these legal liabilities are required to be increased or legal proceedings are resolved in excess of established reserves.
17. We
may not be able to maintain or replace expiring contracts at attractive rates or on a long-term basis.
We are exposed to market risk when our consulting
contracts expire and need to be renewed or replaced. We may not be able to extend contracts with existing clients or obtain replacement
contracts at attractive rates or on a long-term basis.
18. We
compete with other business consulting service providers.
The principal elements of competition among business
consulting service providers are availability of service in a variety of location, quality of service, and bid pricing. If we are not
able to remain competitive in these areas, we will have reduced revenues and may have difficulty attracting and maintaining customers.
19. We
do not yet have substantial assets or any revenues and we are largely dependent upon our current consulting contacts and advances from
our sole officer and director to fully fund our business.
We have limited capital resources. Unless we are
able to increase the number of our clients to finance operations as a going concern, we may experience liquidity and solvency problems.
Such liquidity and solvency problems may force us to cease operations if additional financing is not available. We are not aware of any
available alternative or additional sources of funds to us to fund our business strategy.
20. We may suffer losses
if our reputation is harmed.
Our ability to attract and retain clients and
employees may be diminished to the extent our reputation is damaged. If we fail, or are perceived to fail, to address various issues that
may give rise to reputational risk, we could harm our business prospects. These issues include, but are not limited to, appropriately
dealing with market dynamics, potential conflicts of interest, legal and regulatory requirements, ethical issues, customer privacy, record-keeping,
sales practices, and the proper identification of the legal, reputational, credit, liquidity and market risks inherent in our products
and services. Failure to appropriately address these issues could give rise to loss of existing or future business, financial loss, and
legal or regulatory liability, including complaints, claims and enforcement proceedings against us, which could, in turn, subject us to
fines, judgments and other penalties.
Regulatory Risks
21. We
are a smaller reporting company, and we cannot be certain if the reduced disclosure requirements applicable to smaller reporting companies
will make our common stock less attractive to investors.
We are currently a “smaller
reporting company,” meaning that we are not an investment company, an asset- backed issuer, or a majority-owned subsidiary of a
parent company that is not a smaller reporting company and have a public float of less than $250 million and annual revenues of less than
$100 million during the most recently completed fiscal year. “Smaller reporting companies” are able to provide simplified
executive compensation disclosures in their filings; are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring
that independent registered public accounting firms provide an attestation report on the effectiveness of internal control over financial
reporting; and have certain other decreased disclosure obligations in their SEC filings, including, among other things, only being required
to provide two years of audited financial statements in annual reports and in a registration statement under the Exchange Act on Form
10. Decreased disclosures in our SEC filings due to our status as a “smaller reporting company” may make it harder for investors
to analyze our results of operations and financial prospects.
22. We
lack sufficient internal controls and implementing acceptable internal controls will be difficult with only one officer and director thereby
it will be difficult to ensure that information required to be disclosed in our reports filed and submitted under the Exchange Act is
recorded, processed, summarized and reported as and when required.
We lack internal controls over our financial statements
and it may be difficult to implement such controls with only one officer and director. The lack of these internal controls makes it difficult
to ensure that information required to be disclosed in our reports is recorded, processed, summarized and reported as and when required.
The reason we believe our disclosure controls
and procedures are not effective is because there is a lack of segregation of duties necessary for a good system of internal control due
to insufficient accounting staff due to the size of the Company.
23. The
regulation of penny stocks by SEC and FINRA may discourage the tradability of our securities.
We are a "penny stock" company. Our
s common stock trades on the OTC Market Pink Sheets and we are subject to a Securities and Exchange Commission rule that imposes special
sales practice requirements upon broker-dealers who sell such securities to persons other than established customers or accredited investors.
For purposes of the rule, the phrase "accredited investors" means, in general terms, institutions with assets in excess of $5,000,000,
or individuals having a net worth in excess of $1,000,000 or having an annual income that exceeds $200,000 (or that, when combined with
a spouse's income, exceeds $300,000). For transactions covered by the rule, the broker-dealer must make a special suitability determination
for the purchaser and receive the purchaser's written agreement to the transaction prior to the sale. Effectively, this discourages broker-dealers
from executing trades in penny stocks. Consequently, the rule will affect the ability of investors to sell their securities in any market
that might develop therefore because it imposes additional regulatory burdens on penny stock transactions.
In addition, the Securities and Exchange Commission
has adopted a number of rules to regulate "penny stocks". Such rules include Rules 3a51-1, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5,
15g-6, 15g-7, and 15g-9 under the Securities and Exchange Act of 1934, as amended. Because our securities constitute "penny stocks"
within the meaning of the rules, the rules would apply to us and to our securities. The rules will further affect the ability of owners
of shares to sell our securities in any market that might develop for them because it imposes additional regulatory burdens on penny stock
transactions.
Shareholders should be aware that, according to
Securities and Exchange Commission, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns
include (i) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (ii)
manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (iii) "boiler
room" practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (iv) excessive
and undisclosed bid-ask differentials and markups by selling broker-dealers; and (v) the wholesale dumping of the same securities by promoters
and broker-dealers after prices have been manipulated to a desired consequent investor losses. Our management is aware of the abuses that
have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market
or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the
described patterns from being established with respect to our securities.
24. The
occurrence of the COVID-19 pandemic may negatively affect our operations depending on the severity and longevity of the pandemic.
The COVID-19 pandemic is currently impacting countries,
communities, supply chains and markets as well as the global financial markets. A pandemic typically results in social distancing, travel
bans and quarantine, and this may limit access to our facilities, management, support staff and professional advisors. These factors,
in turn, may not only impact our operations, financial condition and demand for our goods and services but our overall ability to react
timely to mitigate the impact of this event. Also, it may hamper our efforts to comply with our filing obligations with the Securities
and Exchange Commission. Depending on the severity and longevity of the COVID-19 pandemic, our business and shareholders may experience
a significant negative impact. Currently, the COVID-19 pandemic has limited our ability to move forward with our operations and has negatively
affected our ability to timely comply with our ongoing filing obligations with the Securities and Exchange Commission.
FORWARD LOOKING STATEMENTS
The information herein contains forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act
of 1934, as amended. Actual results may materially differ from those projected in the forward-looking statements as a result of certain
risks and uncertainties set forth in this report. Although management believes that the assumptions made and expectations reflected in
the forward-looking statements are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct
or that actual results will not be different from expectations expressed in this report.
We desire to take advantage of the “safe
harbor” provisions of the Private Securities Litigation Reform Act of 1995. This filing contains a number of forward-looking statements
that reflect management’s current views and expectations with respect to our business, strategies, products, future results and
events, and financial performance. All statements made in this filing other than statements of historical fact, including statements addressing
operating performance, clinical developments which management expects or anticipates will or may occur in the future, including statements
related to our technology, market expectations, future revenues, financing alternatives, statements expressing general optimism about
future operating results, and non-historical information, are forward looking statements. In particular, the words “believe,”
“expect,” “intend,” “anticipate,” “estimate,” “may,” variations of such words,
and similar expressions identify forward-looking statements, but are not the exclusive means of identifying such statements, and their
absence does not mean that the statement is not forward-looking. These forward-looking statements are subject to certain risks and uncertainties,
including those discussed below. Our actual results, performance or achievements could differ materially from historical results as well
as those expressed in, anticipated, or implied by these forward-looking statements. We do not undertake any obligation to revise these
forward-looking statements to reflect any future events or circumstances.
Readers should not place undue reliance on these
forward-looking statements, which are based on management’s current expectations and projections about future events, are not guarantees
of future performance, are subject to risks, uncertainties and assumptions (including those described below), and apply only as of the
date of this filing. Our actual results, performance or achievements could differ materially from the results expressed in, or implied
by, these forward-looking statements. Factors which could cause or contribute to such differences include, but are not limited to, the
risks to be discussed in this Form S-1 Registration and in the press releases and other communications to shareholders issued by us from
time to time which attempt to advise interested parties of the risks and factors which may affect our business. We undertake no obligation
to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
The statements contained in this prospectus that
are not historical fact are forward-looking statements which can be identified by the use of forward-looking terminology such as “believes,”
“expects,” “may,” “should,” or “anticipates” or the negative thereof or other variations thereon
or comparable terminology, or by discussions of strategy that involve risks and uncertainties. We have made the forward-looking statements
with management’s best estimates prepared in good faith.
Because of the number and range of the assumptions
underlying our projections and forward-looking statements, many of which are subject to significant uncertainties and contingencies that
are beyond our reasonable control, some of the assumptions inevitably will not materialize and unanticipated events and circumstances
may occur subsequent to the date of this prospectus.
These forward-looking statements are based on
current expectations, and we will not update this information other than required by law. Therefore, the actual experience of the Company,
and results achieved during the period covered by any particular projections and other forward-looking statements should not be regarded
as a representation by the Company, or any other person, that we will realize these estimates and projections, and actual results may
vary materially. We cannot assure you that any of these expectations will be realized or that any of the forward-looking statements contained
herein will prove to be accurate.
USE OF PROCEEDS
The Selling Stockholders are selling all of the
common shares covered by this prospectus for their own accounts. Accordingly, we will not receive any proceeds from the resale of the
common shares.
The Selling Stockholders will pay any underwriting
discounts and commissions and expenses incurred by the selling stockholder for brokerage, accounting, tax or legal services or any other
expenses incurred by the Selling Stockholders in disposing of the shares. We will bear all other costs, fees and expenses incurred in
effecting the registration of the shares covered by this prospectus, including, without limitation, all registration and filing fees,
fees and expenses of our counsel, certain expenses of counsel to the Selling Stockholders and our independent registered public accountants.
PLAN OF DISTRIBUTION
The Selling Stockholders may, from time to time,
sell any or all of 805,000 common shares covered hereby on any stock exchange, market or trading facility on which the common shares are
traded or in private transactions. The Selling Stockholders shall sell their common shares at a fixed price of $.14 per common share unless
and until our shares are quoted on the OTC Bulletin Board, the OTCQX, the OTCQB or a national securities exchange. The Selling Stockholders
may use any one or more of the following methods when selling shares:
| – | ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
| – | block trades in which the broker-dealer will attempt to sell the shares as agent but may position and
resell a portion of the block as principal to facilitate the transaction; |
| – | purchases by a broker-dealer as principal and resale by the broker-dealer for its account; |
| – | an exchange distribution in accordance with the rules of the applicable exchange; |
| – | privately negotiated transactions; |
| – | in transactions through broker-dealers that agree with the Selling Stockholders to sell a specified number
of such shares at a stipulated price per share; |
| – | through the writing or settlement of options or other hedging transactions, whether through an options
exchange or otherwise; |
| – | a combination of any such methods of sale; or |
| – | any other method permitted pursuant to applicable law. |
The Selling Stockholders may also sell common
shares under Rule 144 under the Securities Act, if available, rather than under this prospectus.
Broker-dealers engaged by the Selling Stockholders
may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders
(or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts to be negotiated, provided such
amounts are in compliance with FINRA Rule 2121. Discounts, concessions, commissions and similar selling expenses, if any, that can be
attributed to the sale of common shares will be paid by the Selling stockholders and/or the purchasers.
Any broker-dealers or agents that are involved
in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such
sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by
them may be deemed to be underwriting commissions or discounts under the Securities Act, and such broker-dealers or agents will be subject
to the prospectus delivery requirements of the Securities Act.
Under applicable rules and regulations under the
Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously engage in market making activities
with respect to the common shares for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution.
In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder,
including Regulation M, which may limit the timing of purchases and sales of common shares by the Selling Stockholders or any other person.
We will make copies of this prospectus available to the Selling Stockholder sand have informed them of the need to deliver a copy of this
prospectus to each purchaser at or prior to the time of the sale.
Under the securities laws of some states, the
common shares may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the common
shares may not be sold unless such common shares have been registered or qualified for sale in such state or an exemption from registration
or qualification is available and is complied with.
The Selling Stockholders will act independently
of us in making decisions with respect to the timing, manner and size of each sale. There can be no assurance that the selling stockholder
will sell any or all of the common shares registered pursuant to the registration statement, of which this prospectus forms a part.
At any time, a particular offer of the common
shares is made by the Selling Stockholder, a revised prospectus or prospectus supplement, if required, will be distributed. Such prospectus
supplement or post-effective amendment will be filed with the SEC to reflect the disclosure of any required additional information with
respect to the distribution of the common shares. We may suspend the sale of common shares by the Selling Stockholders pursuant to this
prospectus for certain periods of time for certain reasons, including if the prospectus is required to be supplemented or amended to include
additional material information.
Penny Stock
Under the rules of the Securities and Exchange
Commission, our common stock will come within the definition of a “penny stock” because the price of our common stock is below
$5.00 per share. As a result, our common stock will be subject to the "penny stock" rules and regulations. Broker-dealers who
sell penny stocks to certain types of investors are required to comply with the Commission’s regulations concerning the transfer
of penny stock. These regulations require broker-dealers to:
| · | Make a suitability determination prior to selling penny stock to the purchaser; |
| · | Receive the purchaser’s written consent to the transaction; and |
| · | Provide certain written disclosures to the purchaser. |
DESCRIPTION
OF BUSINESS
The Company
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.
Revenue Stream
The Company currently earns revenues from monthly
consulting fees received from its two consulting clients.
The terms of the Company’s consulting agreements
are separately negotiated depending on the scope of the consulting services requested.
Consulting Agreements
On July 30, 2021, the Company entered into a consulting
agreement, effective August 2, 2021, with Care 365 LLC. The term of the consulting agreements is for an initial term of three months.
Unless terminated in writing prior to the end of the period, the consulting agreement shall renew for successive three month periods by
either party. During the term of the consulting agreement, the Company shall receive a monthly consulting fee of $10,000.
On July 30, 2021, the Company entered into a consulting
agreement, effective August 2, 2021, with SBV Workforce Management. The term of the consulting agreements is for an initial term of three
months. Unless terminated in writing prior to the end of the period, the consulting agreement shall renew for successive three month periods
by either party. During the term of the consulting agreement, the Company shall receive a monthly consulting fee of $5,000.
Market Strategy
The business consulting service industry is highly
competitive. The Company will utilize the past business experience and relationships developed by its sole officer and director to identify
and pursue new consulting opportunities.
Number of Employees
Other than our sole officer, the Company currently
has no full-time employees. We currently have people ready to fill positions as soon as they are needed in both office staff and work
force roles.
Description of Property
Our principal executive offices are virtual and
are located at 30 N Gould St., Suite 22545, Sheridan, WY 82801. Our telephone number is (310) 266-3738. The premises leased at $30 per
month.
DILUTION
Further Dilution
In the future, the Company may issue equity and
debt securities. Any sales of additional securities may have a depressive effect upon the market price of our common shares.
DIVIDEND POLICY
We have not declared or paid dividends on our
common shares since our formation, and we do not anticipate paying dividends in the foreseeable future.
Instead, we will retain any earnings for use in
our business. This policy will be reviewed by our board of directors from time to time in light of, among other things, our earnings and
financial position.
No distribution may be made if, after giving it
effect, we would not be able to pay its debts as they become due in the usual course of business; or the corporation's total assets would
be less than the sum of its total liabilities plus (unless the articles of incorporation permit otherwise) the amount that would be needed,
if we were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of shareholders whose
preferential rights are superior to those receiving the distribution.
The board of directors may base a determination
that a distribution is not prohibitive either on financial statements prepared on the basis of accounting practices and principles that
are reasonable in the circumstances or on a fair valuation of other method that is reasonable in the circumstances.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-looking statements
Statements made in this prospectus 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.
The following discussion should be read in
conjunction with our financial statements, including the notes thereto, appearing elsewhere in this annual report. Some of the information
contained in this discussion and analysis or set forth elsewhere in this report, including information with respect to our plans and
strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties.
We qualify as an “emerging growth company”
under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so
long as we are an emerging growth company, we will not be required to: have an auditor report on our internal controls over financial
reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act; provide an auditor attestation with respect to management’s report
on the effectiveness of our internal controls over financial reporting; comply with any requirement that may be adopted by the Public
Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional
information about the audit and the financial statements (i.e., an auditor discussion and analysis); submit certain executive compensation
matters to shareholders advisory votes, such as “say-on-pay” and “say-on-frequency” and disclose certain executive
compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s
compensation to median employee compensation. In addition, Section 107 of the JOBS Act also provides that an emerging growth company
can take advantage of the
extended transition period provided in Section
7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can
delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.
We have elected to take advantage of the benefits
of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such
new or revised accounting standards. We will remain an “emerging growth company” for up to five years, or until the earliest
of (i) the last day of the first fiscal year in which our total annual gross revenues exceed $1 billion, (ii) the date that we become
a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, which would occur if the
market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the last business day of our most recently
completed second fiscal quarter or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding
three year period. Even if we no longer qualify for the exemptions for an emerging growth company, we may still be, in certain circumstances,
subject to scaled disclosure requirements as a smaller reporting company. For example, smaller reporting companies, like emerging growth
companies, are not required to provide a compensation discussion and analysis under Item 402(b) of Regulation S-K or auditor attestation
of internal controls over financial reporting.
Going Concern
The accompanying financial statements have
been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation
of liabilities in the normal course of business. The Company currently has no operations and as of April 30, 2023 had the stockholders
deficit of $34,988. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.
The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Results of Operations
Currently, we commenced our operation in the
rendering of business consulting service to domestic and international customers. On July 30, 2021, we entered into two consulting agreements
with non-affiliates to provide business consulting services. Under the consulting agreements, we receive consulting fees of $5,000 and
$10,000 per month, respectively. The initial term of the consulting agreements was for an initial three months’ period. Unless
terminated in writing prior to the end of the period, the consulting agreements automatically renew every three months. As of April 30,
2023, the consulting agreements have not been terminated.
Prior to these consulting agreements, we were
a “shell company” (as such term is defined in Rule 12b-2 under the Exchange Act). As of July 31, 2021, the Company was no
longer a shell company, as defined in Rule 12b-2 under the Securities Exchange Act of 1934. Since the date of these consulting agreements,
the Company is reporting more than nominal revenue in its periodic reports.
We expect we will require additional capital
to meet our long-term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or
debt securities.
Results of operation for the years ended
April 30, 2023 and April 30, 2022:
| |
Years Ended April
30, | |
| |
2023 | | |
2022 | |
Revenues | |
$ | 38,000 | | |
$ | 120,000 | |
General and administrative expenses | |
| (59,727 | ) | |
| (133,367 | ) |
(Loss) income from operation | |
| (21,727 | ) | |
| (13,367 | ) |
Other income | |
| – | | |
| 153,049 | |
(Loss) income before income tax | |
| (21,727 | ) | |
| 139,682 | |
Income tax expense | |
| – | | |
| – | |
Net (loss) income | |
$ | (21,727 | ) | |
$ | 139,682 | |
Revenue
We generated revenues of $38,000 and $120,000
for the years ended April 30, 2023 and 2022, respectively.
Operating expenses
We incurred operating expenses of $59,727
and $133,367 for the years ended April 30, 2023 and 2022, respectively. These operating expenses consisted primarily of costs relating
to the registration of the Company’s common stock with the Securities and Exchange Commission and ongoing reporting costs,
Net (Loss) Income
We reported a net income of $21,727 for the
year ended April 30, 2023, while we incurred a net income of $139,682 for the year ended April 30, 2022.
Liquidity and capital resources
As of April 30, 2023 and 2022, our total assets
were $8,728 and $23,103 accordingly.
As of April 30, 2023, our current liabilities
were $65,443 ($174,670 as of April 30, 2022) and stockholders’ deficit was $56,715 ($174,670 as of April 30, 2022).
As of April 30, 2023 and April 30, 2022, we
had cash and cash equivalents of $8,728 and $0, respectively.
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.
| |
Years ended April 30, | |
| |
2023 | | |
2022 | |
Net cash (used in) provided by operating activities | |
$ | (18,375 | ) | |
$ | 4,061 | |
Net cash used in investing activities | |
$ | – | | |
$ | – | |
Net cash provided by financing activities | |
$ | 4,000 | | |
$ | 19,042 | |
Cash Flows from Operating Activities
For the year ended April 30, 2023, we have
not generated positive cash flows from operating activities. Net cash flows used in operating activities was $18,375, which primarily
consisted of a net loss of $21,727 and an increase in accrued liabilities and other payables of $3,352.
For the year ended April 30, 2022, net cash
flow provided by operating activities was $4,061, which primarily consisted of a net income of $139,682 and an increase in accrued liabilities
and other payables of $17,428, offset by a gain from forgiveness of related party debts of $153,049.
Cash Flows from Financing Activities
For the year ended April 30, 2023, net cash
flow provided by financing activities was $4,000 from the proceeds from a related party.
For the year ended April 30, 2022, net cash
flow provided by financing activities was $19,042 from the proceeds from a related party.
Our cash balance is $8,728 as of April 30,
2023. We believe our cash balance is insufficient to fund our operations for any period of time. Management anticipates that the Company
will be dependent, in the near future, on additional investment capital to fund operating expenses. The Company intends to position itself
so that it will be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances
that the Company will be successful.
Limited operating history; need for additional
capital
There is no historical financial information
about us upon which to base an evaluation of our performance. We are in a start-up stage of operations and have generated limited revenues
since inception. We cannot guarantee that we will be successful in our business operations. Our business is subject to risks inherent
in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost
increases in services and products.
Off-Balance Sheet Arrangements
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.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
AND CONTROL PERSONS
The following persons listed below have been retained
to provide services as director until the qualification and election of his successor. All holders of common stock will have the right
to vote for directors.
The board of directors has primary responsibility
for adopting and reviewing implementation of the business plan of the Company, supervising the development business plan, review of the
officers' performance of specific business functions. The board is responsible for monitoring management, and from time to time, to revise
the strategic and operational plans of the Company. A director shall be elected by the shareholders to serve until the next annual meeting
of shareholders, or until his or her death, or resignation and his or her successor is elected.
The name and age of our sole director and officer and his positions
with the Company are as follows:
Name |
|
Position |
|
Term(s) of Office |
Barry Sytner, age 68 |
|
Chief Executive Officer/ |
|
|
|
|
Chief Financial Officer/Controller/Director |
|
July 28, 2021 to present |
Resumes
Barry Sytner
Mr. Sytner has been the sole officer and director
of the Company since July 28, 2021. From August 21, 2017, Mr. Sytner has been the managing member of Innovation Consulting, LLC providing
overseas financial consulting to private and public companies. Mr. Sytner acted as Chief Executive Officer of Tri-Mark Manufacturing,
Inc., a public company from 2008 to 2001. Mr. Sytner obtained a bachelor of arts degree in education from Yeshiva College in 1971 and
from the University of Scranton in 1973.
Committees of the Board of Directors
We do not have standing audit, nominating or compensation
committees, or committees performing similar functions. Our board of directors believes that it is not necessary to have standing audit,
nominating or compensation committees at this time because the functions of such committees are adequately performed by our board of directors.
Code of Ethics Policy
Prior to the termination of this offering, ae
intend to adopt a formal code of ethics that applies to our principal executive officer, principal financial officer, principal accounting
officer or controller or persons performing similar functions.
Corporate Governance
There have been no changes in any state law or
other procedures by which security holders may recommend nominees to our board of directors. In addition to having no nominating committee
for this purpose, we currently have no specific audit committee and no audit committee financial expert. Based on the fact that our current
business affairs are simple, any such committees are excessive and beyond the scope of our business and needs.
Indemnification
The Company shall indemnify to the fullest extent
permitted by, and in the manner permissible under the laws of the State of Nevada, any person made, or threatened to be made, a party
to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he is or was a director
or officer of the Company, or served any other enterprise as director, officer or employee at the request of the Company.
The board of directors, in its discretion, shall
have the power on behalf of the Company to indemnify any person, other than a director or officer, made a party to any action, suit or
proceeding by reason of the fact that he/she is or was an employee of the Company.
Insofar as indemnification for liabilities arising
under the Act may be permitted to directors, officers and controlling persons of the Company, the Company has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceedings)
is asserted by such director, officer, or controlling person in connection with any securities being registered, the Company will, unless
in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication
of such issues.
Executive Compensation
The following table sets forth the compensation
paid to officers and board of directors since inception. The table sets forth this information for salary, bonus, and certain other compensation
to the board of directors and named executive officers since inception and includes all board of directors and officers for the years
ended April 30, 2023 and 2022.
Name and
Principal Position
(a) |
Year
(b) |
Salary
($)
(c) |
Bonus
($)
(d) |
Stock
Awards
($)
(e) |
Option
Awards
($)
(f) |
Non-Equity
Incentive Plan
Compensation
($)
(g) |
Nonqualified
Deferred
Compensation
Earnings ($)
(h) |
All Other
Compensation(1)
($)
(i) |
Total
($)
(j) |
Barry Sytner, CEO and CFO |
2023 |
– |
– |
– |
– |
– |
– |
– |
– |
|
2022 |
– |
– |
– |
– |
– |
– |
– |
– |
Shaoyin Wu, former CEO and President |
2023 |
– |
– |
– |
– |
– |
– |
– |
– |
|
2022 |
– |
– |
– |
– |
– |
– |
- |
– |
Kim Lee Poh, former CFO and Secretary |
2023 |
– |
– |
– |
– |
– |
– |
– |
– |
|
2022 |
– |
– |
– |
– |
– |
– |
– |
– |
Outstanding Equity Awards
There are currently no equity awards outstanding.
Employment Agreements
The Company is currently negotiating employment
agreements with its sole officer. As of the date of this prospectus, no employment agreements have been executed. The proposed terms of
these agreements are as follows:
Each of the aforenamed executives shall have a
term of office of seven years unless terminated prior to that time, and these agreements shall be automatically extended upon the same
terms and conditions for successive one-year periods unless written notice is provided by the executive. The executives are entitled to
a base annual salary of $150,000 which may be increased each successive year of employment at the discretion of the Board. Each executive
is eligible to receive an annual performance bonus at the discretion of the Board. The salary can be renegotiated once the Company starts
generating revenues.
The Company will provide each executive a life
insurance policy (with coverage not to exceed $100,000 death benefit) and group health, dental, vision and disability insurance plans
for the coverage of medical expenses for the executive. In addition, each executive shall receive twelve weeks of paid vacation, with
the limitation that they shall not take more than four consecutive weeks of vacation without consent of the CEO and provided that reasonable
efforts are taken to consider seasonal peaks. Any unused time can be paid out or rolled over to the following year. The Company will reimburse
reasonable and necessary out-of-pocket business, entertainment and travel expenses incurred in the course of performing their duties.
The Company will provide each executive with a $2,000 per month automobile allowance and a $2,000 per month housing allowance (which can
be increased to a total of $5,000 in the event that the Company requests the executive to live away from home).
Should the executive’s term of employment
expire or should the executive be terminated for cause, the executive shall be entitled to receive any accrued but unpaid base salary
and accrued by unused vacation time, any earned but unpaid annual bonus with respect to any completed fiscal year immediately preceding
the termination date, reimbursement for unreimbursed business expenses properly incurred by the executive, and any employee benefits the
executive may be entitled to as of the termination date.
Should the executive be terminated without cause,
the Company shall pay the aforementioned accrued amounts, and a lump sum payment depending on how long the executive has been with the
Company. If the termination occurs before the two-year anniversary of the employment agreement, the Company shall pay a lump sum of $2,000,000.
If the termination occurs between the two-year anniversary and the four-year anniversary of the employment agreement, the Company shall
pay a lump sum of $1,600,000. If the termination occurs after the four-year anniversary of the employment agreement, the Company shall
pay a lump sum of $1,200,000.
In the event that the executive is terminated
without cause, the executive will have a one-time right to require that the Company purchase all shares of the Company’s stock held
by the executive. The executive must provide written notice of exercise within three months of such termination. In the event that the
executive is terminated for any reason other than termination without cause, the Company will have a one-time right to require that the
executive sell all of the Company’s stock held by the executive. The Company must provide written notice of exercise within three
months of such termination. The parties will negotiate in good faith to agree on a purchase price. If they are unable to agree, the purchase
price will be based on the Company valuation used in the most recent sale of Company stock if it occurred within the last six months.
If no such sale has occurred, the purchase price will instead be referred to an independent third-party valuation expert mutually agreed
upon by all parties and the fair market value of the stock as determined by such expert shall be the purchase price.
In the event that an executive proposes to make
any assignment, sale, disposition, or transfer of Company stock held by the executive to a third party in amounts greater than 5% of the
currently issued and outstanding stock, the executive shall first deliver a written notice to the Company setting forth the material terms
and conditions, including price and form of consideration and the identity of the proposed transferee. Following the Company’s receipt
of such notice, the Company shall, for a period of fourteen days thereafter, have the right, but not the obligation, to purchase all of
the stock subject to such proposed transfer on the same terms and conditions specified in the executive’s notice. The Company must
provide written notice of its intent to exercise this right of first refusal within the same fourteen day period. The executive is annually
entitled to transfer up to five percent of the aggregate issued and outstanding stock of the Company owned by the executive without triggering
this right of first refusal or without first getting Board approval.
Significant Employees
We have no significant employees who are not executive
officers or directors.
Family Relationships
No officer or director of the Company has a family
relationship with any other member of the Company.
Directorships
None
Involvement in Certain Legal Proceedings
During the past ten years, no director, promoter
or control person:
has filed a petition under
federal bankruptcy laws or any state insolvency laws, nor had a receiver, fiscal agent or similar officer appointed by a court for the
business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such
filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such
filing;
was convicted in a criminal
proceeding or named subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
was the subject of any order,
judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily
enjoining him or her from or otherwise limiting the following activities:
Acting as a futures commission merchant,
introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person
regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter,
broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association
or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;
Engaging in any type of business
practice; or
Engaging in any activity in connection
with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal
commodities laws;
was the subject of any order,
judgment or decree, not subsequently reverse, suspended or vacated, of any Federal or State authority barring, suspending or otherwise
limiting for more than 60 days the right of such person to engage in any activity described in the preceding bullet point, or to be associated
with persons engaged in any such activity;
was found by a court of competent
jurisdiction in a civil action or by the SEC to have violated any Federal or State securities law, and the judgment in such civil action
or finding by the SEC has not been subsequently reversed, suspended, or vacated;
was found by a court of competent
jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment
in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;
was the subject of, or a party
to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated,
relating to an alleged violation of:
any Federal or State securities
or commodities law or regulation; or
any law or regulation respecting
financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement
or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or
any law or regulation prohibiting
mail or wire fraud in connection with any business activity; or
was the subject of, or a
party to, any sanction or order, not subsequently reversed, suspended or vacated, or any self-regulatory organization (as defined in Section
3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act, or any equivalent
exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The table below sets forth
the beneficial ownership of our common stock, as of May 17, 2023 by:
| · | All of our current directors and executive officers, individually; and |
| · | All persons who beneficially own more than 5% of our outstanding common stock. |
The beneficial ownership
of each person was calculated based on 5,871,250 common shares outstanding as of May 17, 2023. The SEC has defined “beneficial
ownership” to mean more than ownership in the usual sense. For example, a person has beneficial ownership of a share not only if
he owns it in the usual sense, but also if he has the power (solely or shared) to vote, sell or otherwise dispose of the share. Beneficial
ownership also includes the number of shares that a person has the right to acquire within 60 days, pursuant to the exercise of options
or warrants or the conversion of notes, debentures or other indebtedness, but excludes stock appreciation rights. Two or more persons
might count as beneficial owners of the same share. The inclusion herein of any shares listed as beneficially owned does not constitute
an admission of beneficial ownership. Each person named in the table has sole voting and investment power with respect to all of the
shares of our common stock shown as beneficially owned by such person, except as otherwise set forth in the notes to the table. Unless
otherwise noted, the address of the following persons listed below is c/o Yijia Group Corp. 30 N. Gould St., Suite 22545, Sheridan, WY
82801.
The following table sets forth, as of May
17, 2023, the number and percentage of our outstanding shares of common stock owned by (i) each person known to us to beneficially
own more than 5% of its outstanding common stock, (ii) each director, (iii) each named executive officer and significant employee, and
(iv) all officers and directors as a group.
Name |
Amount Owned |
Percentage
owned
|
Barry Sytner |
5,066,250 |
86.3% |
All Officers and Directors as a Group
(one person) |
5,066,250 |
86.3% |
______________
(1) Based upon 5,871,250 outstanding common shares as
of May 17, 2023.
(2) Assumes the sale of all of the shares being
offered by the Selling Stockholder.
Changes in Control
There are no present arrangements or pledges of
our securities that may result in a change in control of the Company.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None
Promoters and Certain
Control Persons
Except as indicated under
the heading “Transactions with Related Persons” above, there have been no transactions since inception, or any currently proposed
transaction in which we were or are to be a participant and the amount involved exceeds the lesser of $120,000 or one percent of the average
of our total assets at year-end for the last three completed fiscal years.
Director Independence
There is no market for our securities. Our common
stock is presently not traded on any public market or securities exchange, and we have not applied for listing or quotation on any public
market. We intend to apply to be registered on the NASD OTCQB, which does not
impose specific standards relating to director independence or the makeup of committees with independent directors or provide definitions
of independence. In accordance with the rules of the SEC, we determine the independence of our directors by reference to the rules of
The Nasdaq Stock Market. Our sole director is not independent. There were no transactions, relationships or arrangements not disclosed
under the caption “Certain Relationships and Related Transactions” of this report that were considered by the Board of Directors
under the applicable independence definitions in determining that there are no independent directors.
DESCRIPTION OF CAPITAL STOCK
The following statements constitute brief summaries
of the Company’s articles of incorporation and bylaws.
Authorized Capital
The total number shares that the Company has the
authority to issue is seventy five million (75,000,000) common shares, par value $0.001 per common share.
Common Shares
The common shares of the Company have the following
powers, rights, qualifications, limitations and restrictions:
| · | The holders of the common shares shall be entitled to one vote for each common share held by them of record
at the time for determining the holders thereof entitled to vote. |
| · | After the Company shall comply with the requirements, if any, with respect to the setting aside of funds
as sinking funds or redemption or purchase accounts and subject further to any other conditions which may be affixed in accordance with
the provisions hereof, then but not otherwise, the holders of common stock shall be entitled to receive such dividends, if any, as may
be declared from time to time by the board of directors; and |
| · | In the event of a voluntary or involuntary liquidation, distribution or sale of assets, dissolution or
winding up of the Company, the holders of the common stock shall be entitled to receive all of the remaining assets of the Company, tangible
and intangible, of whatever kind available for distribution to stockholders, ratably in proportion to the number of common shares held
by each. |
Transfer Agent
The Company has retained the services of Securities
Transfer Corporation, 2901 N Dallas Parkway, #380, Plano, Texas 75093 to act as its transfer agent.
SELLING STOCKHOLDERS
The following table details the name of the Selling
Stockholders, the number of shares beneficially owned by the Selling Stockholders, and the number of shares that may be offered by the
Selling Stockholders for resale under this prospectus. The Selling Stockholders may sell up to 805,000 common shares from time to time
in one or more offerings under this prospectus. Because the Selling Stockholders may offer all, some or none of the shares they hold,
and because, based upon information provided to us, there are currently no agreements, arrangements, or understandings with respect to
the sale of any of the shares, no definitive estimate as to the number of shares that will be held by the Selling Stockholders after the
offering can be provided. The Selling Stockholders have informed us that they are not registered broker-dealers and do not have any written
or oral agreement or understanding, directly or indirectly, with any person to distribute the securities. Furthermore, the Selling Stockholders
are not an affiliate of a broker-dealer. The following table has been prepared on the assumption that all common shares offered under
this prospectus will be sold to parties unaffiliated with the Selling Stockholders.
This prospectus covers the resale of 805,000 common
shares by the Selling Stockholders.
The number and percentage of shares beneficially
owned is determined in accordance with Rule 13d-3 of the Exchange Act, and the information is not necessarily indicative of beneficial
ownership for any other purpose. Under such rule, beneficial ownership includes any shares as to which the selling stockholder has sole
or shared voting power or investment power and also any shares, which the selling stockholder has the right to acquire within 60 days.
|
|
Number of shares to be beneficially
owned and percentage of beneficial
ownership after the offering (1)(3) |
Name of Selling
Stockholder |
Shares beneficially
owned as of the date
of this prospectus (1)(2) |
Number of shares |
Percentage
of class |
Connie Meyerowitz |
48,750 |
0 |
0% |
Joseph Rub |
48,750 |
0 |
0% |
Melissa Mermelstein |
48,750 |
0 |
0% |
Laurie Mermelstein |
48,750 |
0 |
0% |
Steven Mermelstein |
48,750 |
0 |
0% |
2E Capital (Gabriel Eisenberger, Manager |
48,750 |
0 |
0% |
E1 Capital LLC, Gabriel Eisenberger, Manager |
48,750 |
0 |
0% |
Carrie Idler |
48,750 |
0 |
0% |
Sam Idler |
48,750 |
0 |
0% |
Joseph Idler |
48,750 |
0 |
0% |
Charlotte Eisenberger |
48,750 |
0 |
0% |
Seth Eisenberger |
48,750 |
0 |
0% |
Gabriel Eisenberger |
48,750 |
0 |
0% |
Paul Eisenberger |
48,750 |
0 |
0% |
Eta Eisenberger |
48,750 |
0 |
0% |
Sandy Eisenberger |
48,750 |
0 |
0% |
Infinity Fund Canada Ltd., Anthony Saviano, owner |
25,000 |
0 |
0% |
________________
| 1) | Beneficial ownership is determined in accordance with SEC rules and generally includes voting or investment
power with respect to common shares. Common shares subject to options, warrants or other convertible securities currently exercisable
or convertible, or exercisable or convertible within 60 days, are counted as outstanding for computing the percentage of the person holding
such options, warrants or other convertible securities but are not counted as outstanding for computing the percentage of any other person. |
| 2) | The amount and percentage of common shares that will be beneficially owned by the Selling Stockholder
after completion of the offering assume that they will sell all common shares being offered pursuant to this prospectus. |
| 3) | Based on 5,871,250 common shares issued
and outstanding as of May 17, 2023. All common shares being offered pursuant to this
prospectus by the selling stockholder is counted as outstanding for computing the percentage
beneficial ownership of such selling stockholder. |
SHARES ELIGIBLE FOR FUTURE SALE
Upon the date of this prospectus, there are 5,871,250
common shares outstanding, none of which may be freely traded without registration or an applicable exemption. The common shares being
registered pursuant to this registration statement shall be freely tradable upon the effective date of the registration statement until
the termination of the offering, unless sold.
Any additional common shares issued in the future
but not registered with the Securities and Exchange Commission are restricted within the meaning of Rule 144 under the Securities Act
and are subject to the resale provisions of Rule 144.
At the present time, re-sales or distributions
of such shares are provided for by the provisions of Rule 144. That rule is a so-called “safe harbor” rule that, if complied
with, should eliminate any questions as to whether or not a person selling restricted shares has acted as an underwriter.
Rule 144(d) (1) states that if the issuer of the
securities is and has been for a period of at least 90 days immediately before the sale, subject to the reporting requirements of section
13 or 15(d) of the Exchange Act, a minimum of six months must elapse between the later of the date of the acquisition of the securities
from the issuer, or from an affiliate of the issuer, and any resale of such securities.
Sales under Rule 144 are also subject to notice
and manner of sale requirements and to the availability of current public information and must be made in unsolicited brokers’ transactions
or to a market maker.
A person who is not an affiliate of the Company
under the Securities Act during the three months preceding a sale and who has beneficially owned such shares for at least six months is
entitled to sell the shares under Rule 144 without regard to the volume, notice, information and manner of sale provisions. Affiliates
must comply with the restrictions and requirements of Rule 144 when transferring restricted shares even after the six month holding period
has expired and must comply with the restrictions and requirements of Rule 144 in order to sell unrestricted shares.
No predictions can be made of the effect, if any,
that market sales of common shares or the availability of such shares for sale will have on the market price prevailing from time to time.
Nevertheless, sales of significant amounts of our common shares could adversely affect the prevailing market price of the common shares,
as well as impair our ability to raise capital through the issuance of additional equity securities.
DISCLOSURE OF COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers and controlling persons of the Company as provided in the foregoing provisions,
or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable.
In the event that a claim for indemnification
against such liabilities, other than the payment by us of expenses incurred or paid by a director, officer or controlling person of the
Company in the successful defense of any action, suit or proceeding, is asserted by such director, officer or controlling person in connection
with the securities being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication of such issue.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
Exelient PAC resigned as its independent registered
public accounting firm, effective as of November 30, 2021. The change in independent registered public accounting firm is not the result
of any disagreement with Exelient PAC.
Exelient PAC has not issued an adverse opinion
or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope, or accounting principles for either of the
past two years and up to and including July 31, 2021.
The reports of Exelient PAC on the Company’s
financial statements as of and for the years ended April 30, 2021 and 2020 contained an explanatory paragraph which noted that there was
substantial doubt as to the Company’s ability to continue as a going concern as the Company has incurred net losses since inception
and existing uncertain conditions which the Company faces relative to its obtaining capital in the equity markets.
The Company’s Board was notified by the
auditors of their decision to resign resulting in a change in independent accountants, and then acting under authority delegated to it,
approved the change of the independent accountants at a Board of Director’s meeting on November 29, 2021.
During the years ended April 30, 2021 and 2020
and the period through July 31, 2021, there (i) have been no disagreements with Exelient PAC on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of
Exelient PAC, would have caused Exelient PAC to make reference to the subject matter of such disagreements in its reports on the financial
statements for such years and (ii) were no reportable events of the kind in Item 304(a)(1)(v) of Regulation S-K.
On November 29, 2021, the Company engaged Olayinka
Oyebola & CO (Chartered Accountants) as our independent registered public accounting firm for the year ended April 30, 2022. The Board
made the decision to engage Olayinka Oyebola & CO acting under authority delegated to it and the Board of Directors approved the same
on November 29, 2021.
The Company has not consulted with Olayinka Oyebola
& CO during our two most recent fiscal years or during any subsequent interim period prior to its appointment as the Company’s
independent registered public accounting firm regarding either (i) the application of accounting principles to a specified transaction,
either completed or proposed; or the type of audit opinion that might be rendered on our financial statements, and neither a written report
was provided to us nor oral advice was provided that Olayinka Oyebola & CO concluded was an important factor considered by the Company
in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of
disagreement or a reportable event.
MARKET FOR COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
There is a no public trading market for the common
stock. No assurance can be given that a market for our common stock can be developed.
For any market that is maintained for our common
stock, the resale of “restricted securities” pursuant to Rule 144 of the Commission by members of management or other persons
may have a substantial adverse impact on any such public market. Present members of management have already satisfied the one-year holding
period of Rule 144 for public sales of a large portion of their holdings in the Company thereunder.
A minimum holding period of six months is required
for resales under Rule 144. In addition, affiliates of the Company must comply with certain other requirements, including publicly available
information concerning the Company; limitations on the volume of “restricted securities” which can be sold in any 90-day period;
the requirement of unsolicited broker’s transactions; and the filing of a Notice of Sale on Form 144.
Holders
As of May 17, 2023, we have approximately
18 shareholders of record of our common stock.
Sales under Rule 144 are also subject to manner
of sale provisions and notice requirements and to the availability of current public information about the Company. Under Rule 144(k),
a person who has not been one of our affiliates at any time during the three months preceding a sale, and who has beneficially owned the
shares proposed to be sold for at least six months, is entitled to sell shares without complying with the manner of sale, volume limitation
or notice provisions of Rule 144.
Dividend Policy
As of the date of this annual report, we have
not paid any dividends to shareholders. There are no restrictions which would limit our ability to pay dividends on common equity or that
are likely to do so in the future. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect
to the distribution of the dividend; we would not be able to pay our debts as they become due in the usual course of business; or our
total assets would be less than the sum of the total liabilities plus the amount that would be needed to satisfy the rights of shareholders
who have preferential rights superior to those receiving the distribution
Recent Sales of Unregistered Securities
None
Issuer Purchases of Equity Securities
We have not repurchased any of our common shares since inception.
EXPERTS
Our financial statements as of April 30, 2023
and 2022 appearing in this prospectus and in the registration statement have been audited by Olayinka Oyebola & CO (Chartered Accountants)
and are included in reliance upon such report given upon the authority of such firm as experts in accounting and auditing.
LEGAL PROCEEDINGS
From time to time, we may become involved in various
lawsuits and legal proceedings that may arise in the ordinary course of business. However, litigation is subject to inherent uncertainties
and an adverse result in these or other matters may arise from time to time that may have an adverse effect on our business, financial
conditions, or operating results. We are not aware of any legal proceedings or claims that will have, individually or in the aggregate,
a material adverse effect on our business, financial condition or operating results.
LEGAL MATTERS
The validity of the common shares being offered
hereby will be passed upon by J.M. Walker & Associates, Attorneys At Law, Centennial, Colorado.
WHERE YOU CAN FIND MORE INFORMATION
At your request, we will
provide you, without charge, a copy of any document filed as exhibits in this prospectus. If you want more information, write us at 30
N Gould St., Suite 22545, Sheridan, WY 82801 or call us at: (310) 266-3738.
Our fiscal year ends on April 30.
We have filed a registration statement on Form
S-1 under the Securities Act with the SEC for the securities offered hereby. This prospectus, which constitutes a part of the registration
statement, does not contain all of the information set forth in the registration statement or the exhibits and schedules which are part
of the registration statement. For additional information about us and our securities, we refer you to the registration statement and
the accompanying exhibits and schedules. Statements contained in this prospectus regarding the contents of any contract or any other documents
to which we refer are not necessarily complete.
In each instance, reference is made to the copy
of the contract or document filed as an exhibit to the registration statement, and each statement is qualified in all respects by that
reference. Copies of the registration statement and the accompanying exhibits and schedules may be inspected without charge (and copies
may be obtained at prescribed rates) at the public reference facility of the SEC at Room 1024, 100 F Street, N.E. Washington, D.C. 20549.
You can request copies of these documents upon
payment of a duplicating fee by writing to the SEC. You may call the SEC at 1-800-SEC-0330 for further information on the operation of
its public reference rooms. Our filings, including the registration statement, will also be available to you on the Internet web site
maintained by the SEC at http://www.sec.gov.
Yijia Group Corp.
Index to the Financial Statements
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
To the Board of Directors and shareholders of
Yijia Group Corp.
Opinion
on the Financial Statements
We have audited the accompanying balance sheets
of Yijia Group Corp (the ‘Company’) as of April 30, 2023, and the related statements of operations, stockholders’ equity,
and cash flows for the year ended April 30, 2023, and the related notes (collectively referred to as the “financial statements”).
In our opinion, the financial statements present
fairly, in all material respects, the financial position of the Company as of April 30, 2023, and the results of its operations and its
cash flows for the year ended April 30, 2023, in conformity with accounting principles generally accepted in the United States of America.
Consideration of the Company’s Ability
to Continue as a Going Concern
The accompanying financial statements have been
prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company had
loss from operations of $24,227 for the year ended April 30, 2023, and a net working capital deficiency of $59,215 as of April 30, 2023,
these factors raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters
are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility
of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our
audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged
to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding
of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material
misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures
included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included
evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation
of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ OLAYINKA OYEBOLA & CO.
OLAYINKA OYEBOLA & CO.
(Chartered Accountants)
We have served as the Company's auditor since November 2021.
Lagos, Nigeria
May 12th, 2023
YIJIA GROUP CORP.
BALANCE SHEETS
AS OF APRIL 30, 2023 AND APRIL 30, 2022
| |
| | |
| |
| |
April 30, 2023 | | |
April 30, 2022 | |
ASSETS | |
| | | |
| | |
Current Assets | |
| | | |
| | |
Cash and cash equivalents | |
$ | 8,728 | | |
$ | 23,103 | |
Total Current Assets | |
| 8,728 | | |
| 23,103 | |
| |
| | | |
| | |
Total Assets | |
$ | 8,728 | | |
$ | 23,103 | |
| |
| | | |
| | |
LIABILITIES AND STOCKHOLDERS’ DEFICIT | |
| | | |
| | |
Liabilities | |
| | | |
| | |
Current Liabilities | |
| | | |
| | |
Accrued liabilities and other payable | |
$ | 51,843 | | |
$ | 45,991 | |
Amount due to a related party | |
| 16,100 | | |
| 12,100 | |
Total Current Liabilities | |
| 67,943 | | |
| 58,091 | |
| |
| | | |
| | |
Total Liabilities | |
| 67,943 | | |
| 58,091 | |
| |
| | | |
| | |
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 | |
| (123,910 | ) | |
| (99,683 | ) |
Total Stockholders’ Deficit | |
| (59,215 | ) | |
| (34,988 | ) |
| |
| | | |
| | |
Total Liabilities and Stockholders’ Deficit | |
$ | 8,728 | | |
$ | 23,103 | |
See accompanying notes, which are an integral part
of these financial statements.
YIJIA GROUP CORP.
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED APRIL 30, 2023 AND 2022
| |
| | |
| |
| |
Year ended April 30, 2023 | | |
Year ended April 30, 2022 | |
| |
| | |
| |
REVENUES | |
$ | 38,000 | | |
$ | 120,000 | |
| |
| | | |
| | |
OPERATING EXPENSES | |
| | | |
| | |
General and Administrative Expenses | |
| 62,227 | | |
| 133,367 | |
TOTAL OPERATING EXPENSES | |
| (62,227 | ) | |
| (133,367 | ) |
| |
| | | |
| | |
LOSS FROM OPERATIONS | |
| (24,227 | ) | |
| (13,367 | ) |
| |
| | | |
| | |
OTHER INCOME | |
| | | |
| | |
Gain from forgiveness of debts | |
| – | | |
| 153,049 | |
| |
| | | |
| | |
(LOSS) INCOME BEFORE INCOME TAX | |
| (24,227 | ) | |
| 139,682 | |
| |
| | | |
| | |
PROVISION FOR INCOME TAXES | |
| – | | |
| – | |
| |
| | | |
| | |
NET (LOSS) INCOME | |
$ | (24,227 | ) | |
$ | 139,682 | |
| |
| | | |
| | |
NET (LOSS) INCOME PER SHARE - BASIC | |
$ | (0.00 | ) | |
$ | 0.02 | |
NET (LOSS) INCOME PER SHARE - DILUTED | |
$ | (0.00 | ) | |
$ | 0.02 | |
| |
| | | |
| | |
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 | |
See accompanying notes, which are an integral part
of these financial statements
YIJIA GROUP CORP.
STATEMENTS OF CHANGES IN STOCKHOLDERS’
DEFICIT
FOR THE YEARS ENDED APRIL 30, 2023 AND 2022
| |
| | |
| | |
| | |
| | |
| |
| |
Common Stock | | |
Additional Paid-in | | |
Accumulated | | |
Total Stockholders’ | |
| |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
Deficit | |
| |
| | |
| | |
| | |
| | |
| |
Balance, May 1, 2021 | |
| 5,871,250 | | |
$ | 5,871 | | |
$ | 58,824 | | |
$ | (239,365 | ) | |
$ | (174,670 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Net income for the year | |
| – | | |
| – | | |
| – | | |
| 139,682 | | |
| 139,682 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Balance, April 30, 2022 | |
| 5,871,250 | | |
$ | 5,871 | | |
$ | 58,824 | | |
$ | (99,683 | ) | |
$ | (34,988 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Net loss for the year | |
| – | | |
| – | | |
| – | | |
| (24,227 | ) | |
| (24,227 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Balance, April 30, 2023 | |
| 5,871,250 | | |
$ | 5,871 | | |
$ | 58,824 | | |
$ | (123,910 | ) | |
$ | (59,215 | ) |
See accompanying notes, which are an integral part
of these financial statements
YIJIA GROUP CORP.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED APRIL 30, 2023 AND 2022
| |
| | |
| |
| |
Year ended April 30, 2023 | | |
Year ended April 30, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |
| | | |
| | |
Net (loss) income | |
$ | (24,227 | ) | |
$ | 139,682 | |
| |
| | | |
| | |
Adjustment for non-cash income and expenses | |
| | | |
| | |
Gain from forgiveness of related party debt | |
| – | | |
| (153,049 | ) |
| |
| | | |
| | |
Changes in operating assets and liabilities | |
| | | |
| | |
Accrued liabilities and other payable | |
| 5,852 | | |
| 17,428 | |
| |
| | | |
| | |
CASH FLOWS (USED IN) PROVIDED BY OPERATING ACTIVITIES | |
| (18,375 | ) | |
| 4,061 | |
| |
| | | |
| | |
CASH FLOWS FROM FINANCING ACTIVITIES | |
| | | |
| | |
Proceeds from a related party | |
| 4,000 | | |
| 19,042 | |
| |
| | | |
| | |
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES | |
| 4,000 | | |
| 19,042 | |
| |
| | | |
| | |
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | |
| (14,375 | ) | |
| 23,103 | |
| |
| | | |
| | |
Cash and cash equivalents, beginning of year | |
| 23,103 | | |
| – | |
| |
| | | |
| | |
Cash and cash equivalents, end of year | |
$ | 8,728 | | |
$ | 23,103 | |
| |
| | | |
| | |
SUPPLEMENTAL CASH FLOW INFORMATION: | |
| | | |
| | |
Interest paid | |
$ | – | | |
$ | – | |
Income taxes paid | |
$ | – | | |
$ | – | |
See accompanying notes, which are an integral part
of these financial statements
YIJIA GROUP CORP.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARS ENDED APRIL 30, 2023 AND 2022
Note 1 – ORGANIZATION AND NATURE OF
BUSINESS
Yijia Group Corp. (“the Company”,
“we”, “us” or “our”) was incorporated as Soldino Group Corp. on January 25, 2017 under the laws of
the State of Nevada, United States of America. The Company has ceased its operations as of October 2018. As such, the Company accounted
for all of its assets, liabilities and results of operations up to October 31, 2018 as discontinued operations. As of November 1, 2018,
the Company is a shell company. On November 15, 2018, the Company changed its name to Yijia Group Corp.
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.
Also, on July 28, 2021, Shaoyin Wu, Kim Lee Poh
and Jian Yang resigned as officers and directors of the Company.
Concurrently, on July 28, 2021, Barry Sytner,
was appointed as Chief Executive Officer and Director of the Company.
Starting from 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.
Note 2 – GOING CONCERN
The accompanying financial statements have been
prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern.
The Company incurred net loss of $24,227 for the year ended April 30, 2023 and an accumulated deficit of $123,910.
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 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 3 – SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
Basis of presentation
The accompanying financial statements have been
prepared in accordance with generally accepted accounting principles in the United States of America. The Company’s fiscal year
is April 30.
YIJIA GROUP CORP.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARS ENDED APRIL 30, 2023 AND 2022
Use of Estimates
The preparation of financial statements in conformity
with generally accepted accounting principles 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 of the financial statements and the reported amount
of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Fair Value of Financial Instruments
Accounting Standards 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 organizes the inputs into three levels based on the extent to which inputs used in measuring fair
value are observable in the market.
These tiers include:
Level 1: |
defined as observable inputs such as quoted prices in active markets; |
Level 2: |
defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; |
Level 3: |
defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. |
The carrying value of cash and the Company’s
loan from shareholders approximates its fair value due to their short-term maturity.
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 years
ended April 30, 2023 and 2022.
YIJIA GROUP CORP.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARS ENDED APRIL 30, 2023 AND 2022
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.
Net (Loss) Income Per Share
The Company computes net income/(loss) per share
in accordance with FASB ASC 260 “Earnings per Share”. Basic (loss)/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 April 30, 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 Income
Comprehensive income is defined as all changes
in stockholders’ deficit, exclusive of transactions with owners, such as capital investments. Comprehensive income includes net
income or loss, changes in certain assets and liabilities that are reported directly in equity such as translation adjustments on investments
in foreign subsidiaries and unrealized gains (losses) on available-for-sale securities. As of April 30, 2023 and 2022, there were no differences
between our comprehensive loss and net loss.
YIJIA GROUP CORP.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARS ENDED APRIL 30, 2023 AND 2022
Related parties
Parties, which can be a corporation or individual,
are considered to be related if the Company has 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.
Recent Accounting Pronouncements
From time to time, new accounting pronouncements
are issued by the Financial Accounting Standard Board (“FASB”) or other standard setting bodies and adopted by the Company
as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that
are not yet effective will not have a material impact on its financial position or results of operations upon adoption.
Simplifying the Accounting for Debt with Conversion
and Other Options.
In June 2020, the FASB issued ASU 2020-06 to
simplify the accounting in ASC 470, “Debt with Conversion and Other Options” and ASC 815, “Contracts in
Equity’s Own Entity”. The guidance simplifies the current guidance for convertible instruments and the derivatives
scope exception for contracts in an entity’s own equity. Additionally, the amendments affect the diluted EPS calculation for
instruments that may be settled in cash or shares and for convertible instruments. This ASU was effective beginning in
the first quarter of the Company’s fiscal year 2021. Early adoption is permitted. The amendments in this update must be
applied on either full retrospective basis or modified retrospective basis through a cumulative-effect adjustment to retained
earnings/(deficit) in the period of adoption. The Company is currently evaluating the impact of ASU 2020-06 on its financial
statements and related disclosures, as well as the timing of adoption.
Financial Instruments
In June 2016, the FASB issued ASU 2016-13, “Financial
Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”),
which modifies the measurement of expected credit losses of certain financial instruments. In February 2020, the FASB issued ASU 2020-02
and delayed the effective date of ASU 2016-13 until fiscal year beginning after December 15, 2023. The Company is currently evaluating
the impact of adopting ASU 2016-13 on its financial statements.
Simplifying the Accounting for Income Taxes
In December 2019, the FASB issued ASU 2019-12
to simplify the accounting in ASC 740, “Income Taxes.” This guidance removes certain exceptions related to the approach
for intra-period tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax
liabilities for outside basis differences. This guidance also clarifies and simplifies other areas of ASC 740. This ASU will be effective
beginning in the first quarter of the Company’s fiscal year 2021. Early adoption is permitted. Certain amendments in this update
must be applied on a prospective basis, certain amendments must be applied on a retrospective basis, and certain amendments must be applied
on a modified retrospective basis through a cumulative-effect adjustment to retained earnings/(deficit) in the period of adoption. The
adoption of ASU 2019-12 does not have a significant impact on the Company’s financial statements as of and for the year ended April
30, 2023.
YIJIA GROUP CORP.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARS ENDED APRIL 30, 2023 AND 2022
Earnings Per Share
In April 2021, the FASB issued ASU 2021-04, which
included Topic 260 “Earnings Per Share”. This guidance clarifies and reduces diversity in an issuer’s accounting
for modifications or exchanges of freestanding equity-classified written call options due to a lack of explicit guidance in the FASB Codification.
The ASU 2021-04 is effective for all entities for fiscal years beginning after December 15, 2021. Early adoption is permitted. The Company
is currently evaluating the impact of adopting ASU 2021-04 on its financial statements.
Note 4 – 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 April 30, 2023 and 2022, there were 5,871,250
shares of common stock issued and outstanding.
Note 5 – COMMITMENTS AND CONTINGENCIES
As of April 30, 2023 and 2022, the Company has
no material commitments or contingencies.
Note 6 – 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 April 30, 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 April
30, 2023 and 2022. The Company’s utilization of any net operating loss carry forward may be unlikely as a result of its intended
activities.
The valuation allowance as of April 30, 2023 and
2022 was $26,021 and $20,933. The net change in valuation allowance during the years ended April 30, 2023 and 2022 was $5,088 and $65,586.
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 April 30, 2023 and 2022. All tax years since
inception remains open for examination only by taxing authorities of US Federal and state of Nevada.
YIJIA GROUP CORP.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARS ENDED APRIL 30, 2023 AND 2022
The Company has a net operating loss carryforward
for tax purposes totaling $123,910 and $99,683 as of April 30, 2023 and 2022, 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:
Schedule of deferred tax assets | |
| | |
| |
| |
As of April 30, 2023 | | |
As of April 30, 2022 | |
Non-current deferred tax assets: | |
| | | |
| | |
Net operating loss carryforward | |
$ | (123,910 | ) | |
$ | (99,683 | ) |
| |
| | | |
| | |
Total deferred tax assets | |
| (26,021 | ) | |
| (20,933 | ) |
Valuation allowance | |
| 26,021 | | |
| 20,933 | |
Net deferred tax assets | |
$ | – | | |
$ | – | |
Note 7 – RELATED PARTY TRANSACTIONS
The Company has been provided free office space
by its stockholder. The management determined that such cost is nominal and did not recognize the rent expense in its financial statements.
From time to time, the stockholder and director
of the Company advanced funds to the Company for working capital purpose. Those advances are unsecured, non-interest bearing and due on
demand.
Apart from the transactions and balances detailed
elsewhere in these accompanying financial statements, the Company has no other significant or material related party transactions during
the years presented.
Note 8 – SUBSEQUENT EVENTS
In accordance with ASC Topic 855, “Subsequent
Events” the Company has analyzed its operations subsequent to April 30, 2023 to the date these financial statements were available
to be issued, May 11, 2023 and has determined that it does not have any material subsequent events to disclose in these financial statements.
805,000 common shares to be offered for resale
by Selling Stockholders
Prospectus
YIJIA GROUP CORP.
May 17, 2023
YOU SHOULD ONLY RELY ON THE INFORMATION CONTAINED
IN THIS PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION DIFFERENT FROM THAT CONTAINED IN THIS PROSPECTUS. THE
SELLING STOCKHOLDER ARE OFFERING TO SELL, AND SEEKING OFFERS TO BUY, COMMON SHARES ONLY IN JURISDICTIONS WHERE OFFERS AND SALES ARE PERMITTED.
Until ____________, all dealers that effect transactions
in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the
dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.
PART II – INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution
The following table sets forth the estimated expenses
to be incurred in connection with the distribution of the securities being registered.
We shall pay the following estimated expenses.
SEC Registration Fee | |
$ | 12.30 | |
Printing Expenses | |
| 500.00 | |
Legal Fees and Expenses | |
| 17,000.00 | |
Accounting Fees and Expenses | |
| 5,000.00 | |
Miscellaneous | |
| 750.00 | |
TOTAL | |
$ | 23,262.30 | |
Item 14. Indemnification of Directors and Officers
We shall indemnify any officer or director or
any former officer or director, to the full extent permitted by law. We shall indemnify any officer or director in connection with any
proceedings, including appeals, if he or she acted in good faith and in a manner he or she reasonably believed to be in our best interests
and they had no reasonable cause to believe that his or her conduct was unlawful. The termination of any proceeding by judgment, order,
settlement, or conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person
did not act in good faith and in a manner which he or she reasonably believed to be in our best interests or had reasonable cause to believe
that his or her conduct was unlawful.
At present, there is no pending litigation or
proceeding involving any of our directors or executive officers as to which indemnification is required or permitted, and we are not aware
of any threatened litigation or preceding that may result in a claim for indemnification.
We do not have any insurance policies covering
our officers and directors with respect to certain liabilities, including liabilities arising under the Securities Act or otherwise.
Item 15. Recent Sales of Unregistered Securities
None
Item 16. Exhibits and Financial Statement Schedules
The following exhibits are filed as part of this
registration statement:
| 3.1 | Articles of Incorporation incorporated by reference to the Form
S-1 filed on June 14, 2017 |
| 3.2 | Bylaws incorporated by reference to the Form S-1 filed on June
14, 2017 |
| 5.1 | Consent and Opinion of J.M. Walker & Associates regarding
legality of the securities being registered incorporated by reference to the Form S-1 filed on September 17, 2021 |
| 11 | Statement of Computation of Per Share Earnings – This Computation
appears in the Financial Statements |
| 23.1 | Consent of Olayinka Oyebola & Co. |
Item 17. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period
in which offers or sales are being made, a post-effective amendment to this registration statement:
i. To include any prospectus
required by Section 10(a) (3) of the Securities Act of 1933;
ii. To reflect in the prospectus
any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding
the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the
effective registration statement.
iii. To include any material
information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to
such information in the registration statement.
(2) That, for the purpose
of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered, and the offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.
(3) To remove from registration
by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(5) That,
for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
| (ii) | If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a
registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed
in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after
effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement
or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement
that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately
prior to such date of first use. |
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 in the City of Sheridan, State of Wyoming, on May 17, 2023.
Yijia Group Corp.
By: /s/Barry Sytner
Barry Sytner
Chief Executive Officer
Pursuant to the requirements of the Securities
Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
/s/ Barry Sytner May 17, 2023
Barry Sytner
Chief Executive Officer, Chief Financial Officer,
Controller and Director
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