Business description of Yijia-Group-Corp from last 10-k form

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o       Nox

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:   5,871,250 common shares issued and outstanding as of July 13, 2018.

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TABLE OF CONTENTS

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PART I

Item 1. Description of Business

Forward-looking statements

Statements made in this Form 10-K 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.

General

Soldino Group Corp was incorporated in the State of Nevada on January 25, 2017 and established a fiscal year end of April 30. We have generated $83,880 of revenues. We are a development-stage company formed to commence operations in the distribution and sewing of work wear. We have recently started our operations. As of today, we have developed our business plan, and executed a Sales Distribution Agreement with our supplier, Miliu Wear Garment Co., Ltd. dated February 17, 2017 and equipment purchase agreement with Yiw Hon Impt & Exprt Co., Ltd., February 1, 2017. We maintain our statutory registered agent's office at 701 S. Carson St., Suite 200 Carson City, Nevada 89701. Our address is 4 Via Busco, Spresiano 31027 Italy. Our telephone number is 3904221500163.

We plan to market and distribute an assortment of work wear and sew some parts of work wear clothing as well. Our products will be offered at prices marked-up from 15% to 20% of our cost. Our customers might be asked to pay us in advance. We do not intend to offer any credit terms relating to order payments. Customers will have two options to pay for products: by wire transfer or by sending a check/money order. If customer decides to pay by check/money order, then we will apply a certain amount of days before fulfilling the order to have the check/money order cleared. Customers will be responsible to cover the shipping costs. Customers will be responsible for the delivery, custom duties, taxes, insurance or any other additional charges that might incur.

Product

1.

Work wear

We are purchasing our work wear from our vendor Miliu Wear Garment Co., Ltd. The list of goods below can be expanded. Soldino plans to find additional vendor for supplying the work wear for us.

In our list of offered products are the following items:

Restaurant Uniforms

Restaurant aprons, chef coats, chef uniforms for women, chef pants, cook shirts, chef hats, cook kitchen & chef accessories, dickies chef pants, neckerchiefs, polo shirts, table linens, bar and restaurant towels.

Work wear

Coveralls and overalls, work pants, painter uniforms, industrial work shirts, industrial, work pants/shorts, polo work shirts, safety work wear, work jackets, caps & hats, t-shirts, outerwear.

Formal Wear

Bow ties, cummerbunds, designer and formal vests, dress pants, dress shirts and blouses, neckties, serving gloves, suit coats and blazers, suit pants and skirts, tuxedo jackets & banquet coats, tuxedo pants, tuxedo shirts.

Hospitality / Maid Uniforms

Aprons, housekeeping dresses & tunics, service shirts, service pants, polo shirts.

2.

Sewing and customized embroidering

Soldino Group Corp will also sew some parts of work wear per customer request. We are offering our customers aprons and chef hats to sew personally. The embroidery service is also available for our clients. We can make a special logo on each of our work wear. Managements believe that for hotels and restaurants such service may be very useful, as they will market their brand on every item inside their companies.

Sales and Marketing

We intend to enter into agreements with numerous work wear distributors and the distributors will markets and sell the products to its retail clients. We also plan to contact hotels, restaurants, and construction companies who can order our work wear.

As of today, we have identified three customers to purchase our products. We are a newly created company which has just entered the market for selling workwear. On the current stage of our operations our main purpose is to get known among potential customers and profitably sell our workwear. We have decided that the best instrument to do this is though word of mouth marketing, which means to receive the best possible feedback from our existing customers, who we hope will recommend us to others.

Based on our current position the decision was made to maintain good quality of the products and reasonable prices for our initial customers. The management believes that this instrument will be very powerful and has great impact on our future sales, customers attractability and positive feedbacks. We believe that above mentioned summary of information will work towards our company future successes. 

We intend to focus on direct marketing efforts whereby our representative will directly contact:

1.

Distributors that are responsible for marketing and selling work wear;

2.

Construction companies;

3.

Retail outlets such as home restoration stores.

Competition

The level of competition in work wear distribution business is extremely high. Many of our established competitors have developed a brand following which would make our potential customers prefer their work wear to ours. Aggressive lower pricing tactics implemented by our competitors would make it difficult for us to enter the market. Economies of scale would make it easier for our larger established competitors to negotiate price discounts with their suppliers of work wear, which would leave us at a disadvantage. The principal competitive factors in our industry are pricing and quality of goods. We will be in a market where we compete with many domestic and international companies offering similar products. We will be in direct competition with them. Many large companies will be able to provide more favorable services to the potential customers. Many of these companies may have a greater, more established customer base than us. We will likely lose business to such companies. Also, many of these companies will be able to afford to offer better price for similar product than us, which may also cause us to lose business. We foresee to continue to face challenges from new market entrants. We may be unable to continue to compete effectively with these existing or new competitors, which could have a material adverse effect on our financial condition and results of operations.

Sales Distribution Agreement and equipment purchase agreement with our suppliers

We have recently started our operation. As of today, we have developed our business plan, and Sales Distribution Agreement with our supplier, Miliu Wear Garment Co., Ltd. dated February 17, 2017 and equipment purchase agreement with Yiw Hon Impt & Exprt Co., Ltd. dated February 1, 2017.

This Sales Distribution Agreement (the "Agreement") is made by and between Soldino Group Corp, a Nevada Corporation ("Distributor") to market and distribute the work wear ("Products"), and Miliu Wear Garment Co., Ltd. Company ("Supplier"), collectively the "Parties".

The Seller will sell, transfer and deliver the Goods to the Buyer. The Buyer will pay to the Seller the sum in USD currency, which will be specified in the invoice to each order of the Goods by the Buyer, paid by wire transfer. The Buyer has the right to pay owned amount to the Seller in parts.  The Buyer will make payment by wire transfer for the Goods at the time when the Goods are received by the Buyer. This Agreement may be extended by mutual written consent of the parties.

The equipment purchase agreement with Yiw Hon Impt & Exprt Co., Ltd. is made for the terms of one year with an option of expansion and without minimal purchase limit. We have purchased following equipment from this vendor:

BONMAC 600-01CB cover stitch interlock sewing machine

Garment ironing machine XTT-A

Industrial Overlock Sewing Machine Price KS-752-13/DD

EM-1010 Home Embroidery Machine

LED lamp

Table and chair, set

Raw materials were also purchased from this vendor. In our list of raw materials following items are included: sewing thread, different color of cotton textile and lining fabric.

Marketing

Our marketing campaign consists of several stages. First of all we will start out from direct marketing, such as offering our product at fairs and exhibitions, which will provide up-close demonstration of the high-quality and affordability of our work wear goods. We will also set up direct meeting with clients, which we believe will help us to develop customers database. Launch of our e-commerce ready web site, banners on popular websites and advertisements in social networks will be the second step of our campaign. In addition, we will send our advertisements to restaurants, hotels and related companies, small manufacturers of clothing, which can raise customer awareness and attract new partners. We are ready to offer a reasonable discount for long-term cooperation. In our future perspective is to contact marketing agency to help us market our products.

We believe this marketing campaign will attract many customers and will help us develop a strong reputation of quality, diligent and inexpensive work wear products. Hopefully, our clients will readily recommend us to others.

Insurance

We do not maintain any insurance and do not intend to maintain insurance in the future. Because we do not have any insurance, if we are made a party of a products liability action, we may not have sufficient funds to defend the litigation. If that occurs a judgment could be rendered against us that could cause us to cease operations.

Employees

We are a development stage company and currently have no employees, other than our officers Aurora Fiorin and Antonio Bini.

Offices

Our business office is located at 4 Via Busco, Spresiano 31027 Italy. We have leased this office space for two years with monthly fees of $290. Our telephone number is 3904221500163. On September 28, 2017 the Company has entered into additional rental agreement for a $590 monthly fee, starting on November 1, 2017.

Government Regulation

We will be required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to export and import of work wear and operation of any facility in any jurisdiction which we would conduct activities. We do not believe that regulation will have a material impact on the way we conduct our business. We do not need to receive any government approvals necessary to conduct our business; however we will have to comply with all applicable export and import regulations.

Item 1A.  Risk Factors

Not applicable to smaller reporting companies.

Item 1B. Unresolved Staff Comments

Not applicable to smaller reporting companies.

Item 2.  Description of Property

We do not own any real estate or other properties.  

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Item 3.  Legal Proceedings

We know of no legal proceedings to which we are a party or to which any of our property is the subject which are pending, threatened or contemplated or any unsatisfied judgments against us.

Item 4.  Mine Safety Disclosures

Not applicable.

PART II

Item 5. Market for Common Equity and Related Stockholder Matters      

Market Information

There is a limited public market for our common shares.  Our common shares are not quoted on the OTC Bulletin Board at this time.  Trading in stocks quoted on the OTC Bulletin Board is often thin and is characterized by wide fluctuations in trading prices due to many factors that may be unrelated to a company’s operations or business prospects.  We cannot assure you that there will be a market in the future for our common stock.

OTC Bulletin Board securities are not listed or traded on the floor of an organized national or regional stock exchange.  Instead, OTC Bulletin Board securities transactions are conducted through a telephone and computer network connecting dealers in stocks.  OTC Bulletin Board issuers are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.

As of April 30, 2018, no shares of our common stock have traded.

Number of Holders

As of April 30, 2018, the 5,871,250 issued and outstanding shares of common stock were held by a total of 42 shareholder of record.

Dividends

No cash dividends were paid on our shares of common stock during the fiscal year ended April 30, 2018 and 2017. 

Recent Sales of Unregistered Securities

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

On February 21, 2017 the Company issued 3,500,000 shares of common stock to a director for cash proceeds of $3,500 at $0.001 per share.

In September 2017 the Company issued 497,500 shares of common stock for cash proceeds of $9,950 at $0.02 per share.

In October 2017 the Company issued 1,873,750 shares of common stock for cash proceeds of $37,475 at $0.02 per share.

There were 5,871,250 shares of common stock issued and outstanding as of April 30, 2018.

Purchase of our Equity Securities by Officers and Directors

On February 21, 2017, the Company offered and sold 3,500,000 restricted shares of common stock to our president and director, Aurora Fiorin, for a purchase price of $0.001 per share, for aggregate offering proceeds of $3,500, pursuant to Section 4(2) of the Securities Act of 1933 as she is a sophisticated investor and is in possession of all material information relating to us. Further, no commissions were paid to anyone in connection with the sale of these shares and general solicitation was not made to anyone.

Other Stockholder Matters

None.

Item 6. Selected Financial Data                                       

Not applicable to smaller reporting companies.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs.  Our actual results could differ materially from those discussed in the forward-looking statements.   Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

Results of operations

We have incurred recurring losses to date. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.

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 Operations for the year ended April 30, 2018 and period from inception (January 25, 2017) to April 30, 2017:

Revenue and cost of goods sold

For the year ended April 30, 2018 and period from inception (January 25, 2017) to April 30, 2017 the Company generated total revenue of $83,880 and $0 from selling products to the customer. The cost of goods sold for the year ended April 30, 2018 and period from inception (January 25, 2017) to April 30, 2017 was $36,826 and $0, which represent the cost of raw materials.

Operating expenses

Total operating expenses for the year ended April 30, 2018 and period from inception (January 25, 2017) to April 30, 2017 were $48,649 and $7,175. The operating expenses for the year ended April 30, 2018 included advertising expense of $16,252; bank charges of $1,898; website expense of $1,501; depreciation expense of $5,215; audit fees of $11,250; professional fees of $1,842; rent expense of $6,730; outsourcing expense of $3,841; utilities of $120. The operating expenses for the period from inception (January 25, 2017) to April 30, 2017 included bank charges of $280; website expense of $485; depreciation of $40; legal fees of $1,500; audit fees of $4,000; rent expense of $870.

Net Loss

The net loss for the year ended April 30, 2018 and period from inception (January 25, 2017) to April 30, 2017 was $1,595 and $7,175 accordingly.

Liquidity and capital resources

As at April 30, 2018, our total assets were $47,755 ($7,925 as of April 30, 2017). Total assets were comprised of $16,694 in current assets ($5,564 as of April 30, 2017) and $31,061 in fixed assets ($2,361 as of April 30, 2017).

As at April 30, 2018, our current liabilities were $5,600 ($11,600 as of April 30, 2017) and Stockholders’ equity was $42,155 (deficit of $3,675 as of April 30, 2017).

CASH FLOWS FROM OPERATING ACTIVITIES

We have not generated positive cash flows from operating activities. For the year ended April 30, 2018 net cash flows used in operating activities was $9,295.

We have not generated positive cash flows from operating activities. For the period from inception (January 25, 2017) to April 30, 2017 net cash flows used in operating activities was $6,494.

CASH FLOWS FROM INVESTING ACTIVITIES

For the year ended April 30, 2018 we have used $33,914 cash for investing activities.

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For the period from inception (January 25, 2017) to April 30, 2017 we have used $2,401 cash for investing activities.

CASH FLOWS FROM FINANCING ACTIVITIES

For the year ended April 30, 2018 net cash flows provided by financing activities was $47,425.

For the period from inception (January 25, 2017) to April 30, 2017 net cash flows provided by financing activities was $9,100.

Management’s discussion and analysis

You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and the related notes and other financial information included elsewhere in this 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.

Our cash balance is $4,421 as of April 30, 2018. We believe our cash balance is not sufficient to fund our operations for any period of time. We have been utilizing and may utilize funds from Aurora Fiorin, our Chairman and President, who has informally agreed to advance funds to allow us to pay for offering costs, filing fees, and professional fees. As of April 30, 2018, Ms. Fiorin advanced us $5,600. Ms. Fiorin, however, has no formal commitment, arrangement or legal obligation to advance or loan funds to the company. Being a development stage company, we have some operating history. After twelve months we may need additional financing. We do not currently have any arrangements for additional financing. Our business office is located at 4 Via Busco, Spresiano 31027 Italy. Our telephone number is 3904221500163.

As of today, we have identified three customers to purchase our products. We are newly created company which has just entered the market for selling work wear. On the current stage of our operations our main purpose is to get known among potential customers and profitably sell our work wear. We have decided that the best instrument to do this is though out word of mouth marketing, which means to receive the best possible feedback from our existing customers, who we hope will recommend us to others.

Based on our current position the decision was made to maintain good quality of the products and reasonable prices for our initial customers. The management believes that this instrument will be very powerful and has great impact on our future sales, customers’ attractability and positive feedbacks. We believe that above mentioned summary of information will work towards our company future successes. 

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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.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk   

Not applicable to smaller reporting companies.

Item 8. Financial Statements

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SOLDINO GROUP CORP

FINANCIAL STATEMENTS

APRIL 30, 2018 AND APRIL 30, 2017

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