Registration No. 333-________________

As filed with the Securities and Exchange Commission on June 14, 2017October 12, 2021

File No. 333-259600


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,WASHINGTON, D.C. 20549


AMENDMENT 1 TO

FORMS-1

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933


________________________

Soldino Group Corp

YIJIA GROUP CORP.

(Exact name of registrant as specified in its charter)


Nevada

5130

8748


35-2583762

(State or Other Jurisdiction other jurisdiction

of incorporation or organization)


(Primary Standard Industrial

Incorporation or Organization) Classification Code)

Classification Code Number

35-2583762

IRS(I.R.S. Employer

Identification NumberNo.)


30 N Gould St., Suite 22545

Sheridan, WY  82801

Soldino Group Corp

Via Busco, 4, Spresiano, Treviso

31027 Italy

Tel. 3904221500163

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

 

Business Filings Incorporated

701 S. Carson St.,

Suite 200 Carson City,

Nevada 89701

Phone: 800-981-7183

(Name,(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


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Approximate date of commencement of proposed sale to the public:As soon as practicable after the effective date of thisRegistration Statement becomes effective. registration statement.


If any of the securities being registered on this Formform 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[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:offering. [ ]


If this form is a post-effective registration statementamendment 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:offering. [ ]  






If this form is a post-effective registration statementamendment filed pursuant to Rule 462(d)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:offering.   [ ]  



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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 smallersmall reporting company. Seeregistrant.   


Large accelerated filer      [  ]

Accelerated filer                      

[  ]

Non-accelerated filer        [x]

Smaller reporting registrant

[x]

Emerging growth company   

[x]


If an emerging growth company, indicate by check mark if the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2registrant 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. (check one):[  ]


Large accelerated filer: -Calculation of Registration Fee

Accelerated filer: -

Title of Class of Securities to be Registered

Amount

to be

Registered

Proposed

Maximum

Offering

Price Per

Share

Proposed

Maximum

Aggregate

Offering

Price

Amount of

Registration

Fee (1)

Common Stock, par value $0.001 per share (2)

805,000

$.14

$112,700

$12.30


805,000

$.14

$112,700

$12.30

Non-accelerated filer: -              (Do not check if a smaller reporting company)

Smaller reporting company: X

Securities to be

Registered

Amount to be

Registered(1)

 

Offering Price Per Share(2)

 

Aggregate

Offering Price

 

Registration Fee

Common Stock:

4,500,000

$

0.02

$

90,000

$

10.43


(1) In

The registration fee for securities is based on an estimate of the eventproposed maximum offering price of a stock split, stock dividend or similar transaction involving our common stock, the number of shares registered shall automatically be increased to cover the additional shares of common stock issuable pursuant to Rule 416 under the Securities Act of 1933, as amended.

(2) Estimatedsecurities, and such estimate is solely for the purpose of calculating the registration fee pursuant to Rule 457(a) of the Securities Act.457(o).

(2) represents common shares being registered being offered for resale by selling stockholders.


The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

PROSPECTUS

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THE INFORMATION IN THIS





The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.


PRELIMINARY PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THESE SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER- SUBJECT TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.COMPLETION, DATED OCTOBER 12, 2021


YIJIA GROUP CORP.


805,000 Common Shares to be offered for resale by Selling Stockholders

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Soldino Group Corp

4,500,000 SHARES OF COMMON STOCK

$0.02 PER SHARE

This isprospectus relates to the initial offeringsale of up to 805,000 common stockshares, par value of Soldino Group Corp and no public market currently exists for the securities being offered. We are offering for sale a total of 4,500,000$0.001 by selling stockholders (Selling Stockholders). The Selling Stockholders shall sell their common shares of common stock at a fixed price of $0.02$.14 per share. There is no minimum number ofcommon share unless and until our shares that must be sold by us forare quoted on the offering to proceed, and we will retainOTC Bulletin Board, the proceeds fromOTCQX, the sale of any of the offered shares. OTCQB or listed on a national securities exchange.


The offering is being conductedwill commence on a self-underwritten, best efforts basis, which means our President Aurora Fiorin, will attempt to sell the shares. We are not a “shell company” within the meaning of Rule 405, promulgated pursuant to the Securities Act, because we do have hard assets and real business operations.

This Prospectus will permit our President to sell the shares directly to the public, with no commission or other remuneration payable to her for any shares she may sell. In offering the securities on our behalf, she will rely on the safe harbor from broker-dealer registration set out in Rule 3a4-1 under the Securities and Exchange Act of 1934. The shares will be offered at a fixed price of $0.02 per share for a period of two hundred and forty (240) days from the effective date of this prospectus. The offering shallprospectus and will terminate on the earlier of (i) when the offering period ends (240 days from the effective date of this prospectus), (ii) the date when the sale of all 4,500,000 shares is completed, (iii) when the Board of Directors decides that it is in the best interest of the Company toor before October 31, 2022.  In our sole discretion, we may terminate the offering prior to the completionbefore all of the sale of all 4,500,000common shares registered under the Registration Statement of which this Prospectus is part.are sold.  


There has been nois a limited market for our securities and a public market may never develop, or, if any market does develop, it may not be sustained.securities.  Our common stock is notpresently traded on any exchange or on the over-the-counter market. AfterOver-The-Counter Pink market under the effective date of the registration statement relating to this prospectus, we hope to have a market maker file an application with the Financial Industry Regulatory Authority (“FINRA”) for our common stock to be eligible for trading on the Over-the-Counter Bulletin Board. To be eligible for quotation, issuers must remain current in their quarterly and annual filings with the SEC. If we are not able to pay the expenses associated with our reporting obligations we will not be able to apply for quotation on the OTC Bulletin Board. We do not yet have a market maker who has agreed to file such application. There can be no assurance that our common stock will ever be quoted on a stock exchange or a quotation service or that any market for our stock will develop.

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act (“JOBS Act”)symbol YJGJ.


THE PURCHASE OF THE SECURITIES OFFERED THROUGH THIS PROSPECTUS INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY READ AND CONSIDER THE SECTION OF THIS PROSPECTUS ENTITLED “RISK FACTORS” ON PAGES 7 THROUGH 12 BEFORE BUYING ANY SHARES OF SOLDINO GROUP CORP’S COMMON STOCK.

NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

SUBJECT TO COMPLETION, DATED JUNE 14, 2017

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TABLE OF CONTENTS

5. PROSPECTUS SUMMARY

7. RISK FACTORS

12. FORWARD-LOOKING STATEMENTS

12. USE OF PROCEEDS

12. DETERMINATION OF OFFERING PRICE

12. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

16. DILUTION

18. DESCRIPTION OF BUSINESS

21. LEGAL PROCEEDINGS

21. DIRECTORS, EXECUTIVE OFFICERS, PROMOTER AND CONTROL PERSONS

23. EXECUTIVE COMPENSATION

23. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

24. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

24. PLAN OF DISTRIBUTION

26. DESCRIPTION OF SECURITIES

27. INDEMNIFICATION

27. INTERESTS OF NAMED EXPERTS AND COUNSEL

27. EXPERTS

27. AVAILABLE INFORMATION

28. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND

FINANCIAL DISCLOSURE

28. INDEX TO THE FINANCIAL STATEMENTS

WE HAVE NOT AUTHORIZED ANY DEALER, SALESPERSON OR OTHER PERSON TO GIVE ANY INFORMATION OR REPRESENT ANYTHING NOT CONTAINED IN THIS PROSPECTUS. YOU SHOULD NOT RELY ON ANY UNAUTHORIZED INFORMATION.

THIS PROSPECTUS IS NOT AN OFFER TO SELL OR BUY ANY SHARES IN ANY STATE OR OTHER JURISDICTION IN WHICH IT IS UNLAWFUL. THE INFORMATION IN THIS PROSPECTUS IS CURRENT AS OF THE DATE ON THE COVER. YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS

Until June 14, 2017 (90 business days after the effective date of this prospectus) 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 dealer’s obligation to deliver a prospectus when actingOur auditor has expressed substantial doubt as underwriters and with respect to their unsold allotments or subscriptions.

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PROSPECTUS SUMMARY OF SOLDINO GROUP CORP

AS USED IN THIS PROSPECTUS, UNLESS THE CONTEXT OTHERWISE REQUIRES, “WE,” “US,” “OUR,” AND “SOLDINO GROUP CORP” REFERS TO SOLDINO GROUP CORP THE FOLLOWING SUMMARY DOES NOT CONTAIN ALL OF THE INFORMATION THAT MAY BE IMPORTANT TO YOU. YOU SHOULD READ THE ENTIRE PROSPECTUS BEFORE MAKING AN INVESTMENT DECISION TO PURCHASE OUR COMMON STOCK.

We are a newly organized company and intend to commence operations in the distribution and sewing work wear area. Soldino is concentrated on selling work wear, which we will purchase in China, make embroidery on work wear itself and design logos for embroidery, providing sewing service to our customers. We believe that our management has enough skills and experience to manage above activities of Soldino. Ms. Fiorin’s only occupation at the moment is managing the business processes of Soldino Group Corp

Soldino Group Corp was incorporated in Nevada on January 25, 2017. We intend to use the net proceeds from this offering to develop our business operations (See “Description of Business” and “Use of Proceeds”). To implement our plan of operations we require a minimum of $22,500 for the next twelve months as described in our Plan of Operations. Our sole officer and director, Aurora Fiorin has agreed to loan the needed amount for the Company on demand for the registration and production process.

Although being a newly organized company, we have some operating history. As of April 30, 2017 we have developed our business plan for a period of twelve months, registered the domain name for our website and filled it with initial information about the Company, signed lease agreement for a period of two years with the option of extension and the Company is in negotiations of signing sales contracts. In accordance to our Plan of Operations if we are unable to raise a minimum funding of $22,500 required for conducting our business over the next twelve months, our business will be harmed. After the twelve-month period we may need additional financingability to continue our operations.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 email address is direct@soldinogroup.com. Our telephone number is 3904221500163.

From inception until the date of this filing, we have had limited operating activities. Our financial statements from inception (January 25, 2017) through April 30, 2017, report some revenues and a retained deficit of $7,175. Our independent registered public accounting firm has issued an audit opinion for Soldino Group Corp which was qualified foras a going concern.

To date, we have formed the Company, developed our business plan, set up our web site, and we have purchased needed equipment, signed a lease agreement for a period of two years with the option of extension and the Company is in negotiations of signing a sales contracts. Soldino hasidentified two customers to purchase our products. Our competitive advantage is that we offer a high-quality product, while maintaining reasonable prices.

Our first customer Andrea Dini Massimo E C. Srl has signed sale agreement with us on March 11, 2017. The main term of this agreement is making a payment in the amount not less than $7,800, which we received as ofthe date of this filing. This agreement is filed as Exhibit 10.5 to this registration statement.

Our second customer Al Bacio Cri S.r.l. has signed sale agreement with us on March 27, 2017. The main term of this agreement is making a payment in the amount not less than $12,000, has ordered our workwear and paid an amount of $5,100 as of the date of this filing. This agreement is filed as Exhibit 10.6 to this registration statement.

As of the date of this prospectus, there is no public trading market for our common stock and no assurance that a trading market for our securities will ever develop. The company is publicly offering its shares to raise funds in order for our business to develop its operations and increase its likelihood of commercial success.

We are not a “shell company” within the meaning of Rule 405, promulgated pursuant to the Securities Act, because we do have hard assets and real business operations.

We have no plans, arrangements, commitments or understandings to engage in a merger with or acquisition of another company or an unidentified company or companies, or other entity or person.

As of the date of this prospectus, there is no public trading market for our common stock and no assurance that a trading market for our securities will ever develop. The Company is publicly offering its shares to raisefunds in order for our business to develop its operations and increase its likelihood of commercial success. Our sole officer and director, Aurora Fiorin will be devoting approximately twenty hours a week to our operations, because we do not need to devote more time at the current stage of our business. As far as we will increase the number of customers, our sole officer and director will devote more time on Soldino Group Corp As a result, our operations may be sporadic and occur at times, which are convenient to our sole officer and director Aurora Fiorin.

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THE OFFERING

The Offering

This is a self-underwritten, direct primary offering with no minimum purchase requirement.

The Issuer:

Soldino Group Corp

Securities Being Offered:

Shares outstanding prior to offering:

Shares outstanding after (assuming all the shares are sold) offering:

4,500,000 shares of common stock.

On 21st of February 2017 there were 3,500,000 shares purchased.

8,000,000 shares.

Price Per Share:

$0.02

Duration of the Offering:

The shares will be offered for a period of two hundred and forty (240) days from the effective date of this prospectus. The offering shall terminate on the earlier of (i) when the offering period ends (240 days from the effective date of this prospectus), (ii) the date when the sale of all 4,500,000 shares is completed, (iii) when the Board of Directors decides that it is in the best interest of the Company to terminate the offering prior to the completion of the sale of all 4,500,000 shares registered under the Registration Statement of which this Prospectus is part.

Gross Proceeds from selling 100% of shares:

Gross Proceeds from selling 75% of shares:

Gross Proceeds from selling 50% of shares:

Gross Proceeds from selling 25% of shares:

$90,000

$67,500

$45,000

$22,500

Furthermore, if the Company does not sell any shares from this offering, it will not receive gross proceeds accordingly.

Securities Issued and Outstanding:

There are 3,500,000 shares of common stock issued and outstanding as of the date of this prospectus, held by our sole officer and director, Aurora Fiorin.

Subscriptions:

All subscriptions once accepted by us are irrevocable.

Registration Costs

We estimate our total offering registration costs to be approximately $9,000.

Risk Factors

See “Risk Factors” and the other information in this prospectus for a discussion of the factors you should consider before deciding to invest in shares of our common stock.

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SUMMARY FINANCIAL INFORMATION

The tables and information below are derived from our audited financial statements for the period from January 25, 2017 (Inception) to April 30, 2017 as following:

April 30, 2017

Financial Summary

($)

(Audited)

Cash and cash equivalents

205

Total Assets

7,925

Total Liabilities

11,600

Total Stockholder’s Deficit

(3,675)

Accumulated From January 25, 2017

(Inception) to April 30, 2017

Statement of Operations

($)

(Audited)

Total Expenses

7,175

Net Loss for the Period

7,175

RISK FACTORS

An investmentInvesting in our common stockshares involves a high degree of risk. You should carefully considerpurchase common shares only if you can afford a complete loss. See Risk Factors beginning on page 6.

Neither the risks described belowSecurities 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.  



Per Common Share

Underwriters 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




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(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.


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TABLEOFCONTENTS


Page

Prospectus Summary

5

Risk Factors

6

Forward Looking Statements

11

Use of Proceeds

12

Plan of Distribution

13

Description of Business

14

Dilution

15

Dividend Policy

15

Management's Discussion and Analysis of Financial Condition and Results of Operations

15

Directors, Executive Officers, Promoters and Control Persons

17

Security Ownership of Certain Beneficial Owners and Management

21

Certain Relationships and Related Transactions

22

Description of Capital Stock

23

Selling Stockholders

23

Shares Eligible for Future Sale

25

Disclosure of Commission Position on Indemnification for Securities Act liabilities

25

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

26

Market for Common Stock and Related Stockholder Matters

26

Experts

26

Legal Proceedings

26

Legal Matters

27

Where You Can Find More Information

27

Financial Statements

28


Unless otherwise specified or the context otherwise requires, references in this prospectus to "we", "our" and "us" and the other"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.



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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:

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.


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



Operations:

Starting from July 30, 2021, the Company commenced its operation in the rendering of business consulting service to domestic and international customers.  


Common Shares Being Offered

For Resale by the Selling

Stockholders:

805,000 common shares


Common Shares Outstanding

Prior to the Offering:

5,871,250 common shares


Common Shares Outstanding

after the Offering:

5,871,250 common shares


Terms of Offering:

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.


Termination of the

  Offering:  

The offering will commence on the effective date of this prospectus and will terminate on or before investingOctober 31, 2022.  In managements sole discretion, we may terminate the offering before all of the common shares are sold.


Use of Proceeds:

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.


Risk Factors:

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.


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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;


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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.




8


6.

The later sale of our common shares may further dilute your shares.


As of September 17, 2021, 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.


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9.

We do not intend to pay cash dividends on our common shares in the following risks occur,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 could be seriously harmed. The trading price ofcondition.


11.

Our growth depends on our common stock, when and if we trade at a later date, could decline dueability to any of these risks, and you may lose all or part of your investment.expand our client base, which is unproven.


RISKS ASSOCIATED TO OUR BUSINESS

WE HAVE YET TO EARN REVENUE AND OUR ABILITY TO SUSTAIN OUR OPERATIONS IS DEPENDENT ON OUR ABILITY TO RAISE FINANCING.

We have accrued net losses of $7,175 for the period from our inception on January 25, 2017 to April 30, 2017, and have $0 revenues as of this date. Our future is dependentgrowth depends upon our ability to obtain financingmaintain existing clientele and upon futureto expand nationally with new clients. We cannot assure you that our efforts to increase our number of clients can be accomplished on a profitable operations inbasis.  Our expansion will depend on a number of factors, including some over which we have no control whatsoever (such as market conditions and the distribution, embroidering and sewingactions or omissions of work wear. Further, the finances required to fully develop our plan cannot be predicted with any certainty and may exceed any estimates we set forth.third parties). If we fail to raise sufficientexpand 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



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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 when needed,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


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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 completemaintain 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.


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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 plan. As a resultstrategy.


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 havegive rise to liquidatereputational risk, we could harm our business and you may lose your investment. You should consider our independent registered public accountant’s comments when determining if an investment in Soldino Group Corp is suitable.

WE ARE A DEVELOPMENT STAGE COMPANY AND HAVE COMMENCED LIMITED OPERATIONS IN OUR BUSINESS. WE EXPECT TO INCUR SIGNIFICANT OPERATING LOSSES FOR THE FORESEEABLE FUTURE.

We were incorporated on January 25, 2017 and to date have been involved primarily in organizational activities. We have commenced limited business operations. Accordingly, we have no way to evaluate the likelihood that our business will be successful. Potential investors should be aware of the difficulties normally encountered by new companies and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the operations that we plan to undertake.prospects. These potential problemsissues include, but are not limited to, unanticipated problems relatingappropriately 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 the abilityappropriately address these issues could give rise to generate sufficient cash flowloss 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 operate our business,fines, judgments and additional costsother penalties.


Regulatory Risks


21.

We are a smaller reporting company, and expenses that may exceed current estimates. We anticipate that we will incur increased operating expenses without realizing any revenues. We expect to incur significant losses into the foreseeable future. We recognize thatcannot be certain if the effectiveness ofreduced disclosure requirements applicable to smaller reporting companies will make our business plan is not forthcoming, we will not be ablecommon stock less attractive to continue business operations. There is no history upon which to base any assumption as to the likelihoodinvestors.


We are currently a smaller reporting company, meaning that we will prove successful, and it is doubtful that we will generate any operating revenues orever achieve profitable operations. If we are unsuccessful in addressing these risks, our business will most likely fail.

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We require minimum funding of approximately $22,500 to conduct our proposed operations for a period of one year. If we are not able to raise this amount,an investment company, an asset- backed issuer, or if we experience a shortagemajority-owned subsidiary of funds prior to funding we may utilize funds from Aurora Fiorin, our sole officer and director, who has informally agreed to advance funds to allow us to pay for professional fees, including fees payable in connection with the filing of this registration statement and operation expenses. However, Ms. Fiorin has no formal commitment, arrangement or legal obligation to advance or loan funds to the company. After one year we may need additional financing. We do not currently have any arrangements for additional financing.

If we are successful in raising the funds from this offering, we plan to commence activities to continue our operations. We cannot provide investors with any assurance that we will be able to raise sufficient funds to continue our business plan according to our plan of operations.

THERE IS NO GUARANTEE ALL OF THE FUNDS RAISED IN THE OFFERING WILL BE USED AS OUTLINED IN THIS PROSPECTUS.

We have committed to use the proceeds raised in this offering for the uses set forth in the “Use of Proceeds” section. However, certain factors beyond our control, such as increases in certain costs, could result in the Company being forced to reduce the proceeds allocated for other uses in order to accommodate these unforeseen changes. The failure of our management to use these funds effectively could result in unfavorable returns. This could have a significant adverse effect on our financial condition and could cause the price of our common stock to decline.

WE FACE STRONG COMPETITION FROM LARGER AND WELL ESTABLISHED COMPANIES, WHICH COULD HARM OUR BUSINESS AND ABILITY TO OPERATE PROFITABLY.

Our industry is competitive. There are many different work wear distributors. Even though the industry is highly fragmented, it has a number of large and well-established companies, which are profitable and have developed a brand name. Aggressive marketing tactics implemented by our competitors could impact our limited financial resources and adversely affect our ability to compete in our market.

ANY ADDITIONAL FUNDING WE ARRANGE THROUGH THE SALE OF OUR COMMON STOCK WILL RESULT IN DILUTION TO EXISTING SHAREHOLDERS.

We must raise additional capital in order for our business plan to succeed. Our most likely source of additional capital will be through the sale of additional shares of common stock and through selling our work wear and performing a service of sewing and embroidering. Such stock issuances will cause stockholders' interests in our company to be diluted. Such dilution will negatively affect the value of an investor's shares.

OUR SOLE OFFICER AND DIRECTOR HAS NO EXPERIENCE MANAGING A PUBLIC COMPANY WHICH IS REQUIRED TO ESTABLISH AND MAINTAIN DISCLOSURE CONTROL AND PROCEDURES AND INTERNAL CONTROL OVER FINANCIAL REPORTING.

We have never operated as a public company. Aurora Fiorin, our sole officer and director has no experience managing a public company, which is required to establish and maintain disclosure controls and procedures and internal control over financial reporting. As a result, we may not be able to operate successfully as a public company, even if our operations are successful. We plan to comply with all of the various rules and regulations, which are required for a publicparent company that is not a smaller reporting company with the Securities and Exchange Commission. However, if we cannot operate successfully ashave a public company, your investment may be materially adversely affected.

float of less than $250 million and annual revenues of less than $100 million during the most recently completed fiscal year. BECAUSE THE COMPANY’S HEADQUARTERS AND ASSETS ARE LOCATED OUTSIDE THE UNITED STATES, U.S. INVESTORS MAY EXPERIENCE DIFFICULTIES IN ATTEMPTING TO EFFECT SERVICE OF PROCESS AND TO ENFORCE JUDGMENTS BASED UPON U.S. FEDERAL SECURITIES LAWS AGAINST THE COMPANY AND ITS NON-U.S. RESIDENT OFFICER AND DIRECTOR.

While weSmaller reporting companies are organized underable to provide simplified executive compensation disclosures in their filings; are exempt from the laws of State of Nevada, our officer and director is a non-U.S. resident also our headquarters together with assets are located outside the United States. Consequently, it may be difficult for investors to affect service of process on them in the United States and to enforce in the United States judgments obtained in United States courts against her based on the civil liability provisions of the UnitedStates securities laws.  Since all our assets will be located outside U.S. it may be difficult for U.S. investors to collect a judgment against us. As well, any judgment obtained in the United States against us may be enforceable in the United States.

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If Aurora fiorin, our PRESIDENT and director resigns or dies, we WILL not have a chief executive officer WHICH could result in our operations BEING SUSPENDED. If that should occur, you could lose your investment.

We extremely depend on the services of our president and director, Aurora Fiorin, for the future success of our business. The loss of the services of Ms. Fiorin could have an adverse effect on our business, financial condition and results of operations. If she should resign or die we will not have a chief executive officer. If that should occur, until we find another person to act as our chief executive officer, our operations could be suspended. In that event it is possible you could lose your entire investment.

HAVING ONLY ONE DIRECTOR LIMITS OUR ABILITY TO ESTABLISH EFFECTIVE INDEPENDENT CORPORATE GOVERNANCE PROCEDURES AND INCREASES THE CONTROL OF OUR PRESIDENT OVER OPERATIONS AND BUSINESS DECISIONS.

We have only one director, who is our principal executive officer. Accordingly, we cannot establish board committees comprised of independent members to oversee functions like compensation or audit issues. In addition, a tie vote of board members is decided in favor of the chairman, which gives him significant control over all corporate issues, including all major decisions on operations and corporate matters such as approving business combinations.

Until we have a larger board of directors that would include some independent members, if ever, there will be limited oversight of our president’s decisions and activities and little ability for minority shareholders to challenge or reverse those activities and decisions, even if they are not in the best interests of minority shareholders.

AS AN “EMERGING GROWTH COMPANY” UNDER THE JOBS ACT, WE ARE PERMITTED TO RELY ON EXEMPTIONS FROM CERTAIN DISCLOSURE REQUIREMENTS.

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:

·Section Have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;

·ProvideAct requiring that independent registered public accounting firms provide an auditor attestation with respect to management’s 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 reporting;

·Comply with any requirement thatstatements and it may be adopteddifficult 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.




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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


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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 Public Company Accounting Oversight Board regarding mandatory audit firm rotation orrule, the broker-dealer must make a supplementspecial suitability determination for the purchaser and receive the purchaser's written agreement to the auditor’s report providingtransaction 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 information about the audit and the financial statements (i.e., an auditor discussion and analysis);regulatory burdens on penny stock transactions.

·Submit certain executive compensation matters to shareholder 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 Chief Executive’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 adoptionand Exchange Commission has adopted a number of certain accounting standards until those standards would otherwise applyrules 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 webecome 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 discussionregulate "penny stocks". Such rules include Rules 3a51-1, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6, 15g-7, and analysis under Item 402(b) of Regulation S-K or auditor attestation of internal controls over financial reporting.

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Until such time, however, we cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

We are not a “shell company” within the meaning of Rule 405, promulgated pursuant to the Securities Act, because we do have hard assets and real business operations.

RISKS ASSOCIATED WITH THIS OFFERING

OUR PRESIDENT, MS. FIORIN DOES NOT HAVE ANY PRIOR EXPERIENCE OFFRERING AND SELLING SECURITIES, AND OUR OFFERING DOES NOT REQUIRE A MIMIMUM AMOUNT TO BE RAISED. AS A RESULT OF THIS WE MAY NOT BE ABLE TO RAISE ENOUGH FUNDS TO COMMENCE AND SUSTAIN OUR BUSINESS AND INVESTORS MAY LOSE THEIR ENTIRE INVESTMENT.

Ms. Fiorin does not have any experience conducting a securities offering. Consequently, we may not be able to raise any funds successfully. Also, the best effort offering does not require a minimum amount to be raised. If we are not able to raise sufficient funds, we may not be able to fund our operations as planned, and our business will suffer and your investment may be materially adversely affected. Our inability to successfully conduct a best-effort offering could be the basis of your losing your entire investment in us.

BECAUSE THE COMPANY HAS ARBITRARILY SET THE OFFERING PRICE, YOU MAY NOT REALIZE A RETURN ON YOUR INVESTMENT UPON RESALE OF YOUR SHARES.

The offering price and other terms and conditions relative to the Company’s shares have been arbitrarily determined by us and do not bear any relationship to assets, earnings, book value or any other objective criteria of value. Additionally, as the Company was formed on January 25, 2017 and as of April 30, 2017 has only a limited operating history and no revenues, the price of the offered shares is not based on its past earnings and no investment banker, appraiser or other independent third party has been consulted concerning the offering price for the shares or the fairness of the offering price used for the shares, as such our stockholders may not be able to receive a return on their investment when they sell their shares of common stock.

WE ARE SELLING THIS OFFERING WITHOUT AN UNDERWRITER AND MAY BE UNABLE TO SELL ANY SHARES.

This offering is self-underwritten, that is, we are not going to engage the services of an underwriter to sell the shares; we intend to sell our shares through our President, who will receive no commissions. There is no guarantee that she will be able to sell any of the shares. Unless she is successful in selling at least 25% of the shares and we receive the proceeds in the amount of $22,500 from this offering, we may have to seek alternative financing to implement our business plan.

THE TRADING IN OUR SHARES WILL BE REGULATED BY THE SECURITIES AND EXCHANGE COMMISSION RULE 15G-9 WHICH ESTABLISHED THE DEFINITION OF A “PENNY STOCK.”

The shares being offered are defined as a penny stock15g-9 under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), and rulesamended. Because our securities constitute "penny stocks" within the meaning of the Commission.rules, the rules would apply to us and to our securities. The Exchange Act and such penny stock rules generally impose additional sales practice and disclosure requirements on broker-dealers whowill further affect the ability of owners of shares to sell our securities to persons other than certain accredited investors who are, generally, institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 ($300,000 jointly with spouse), or in transactions not recommended by the broker-dealer. For transactions covered by theany market that might develop for them because it imposes additional regulatory burdens on penny stock rules, a broker dealer must make certain mandated disclosures in penny stock transactions, including the actual sale or purchase price and actual bid and offer quotations, thecompensation to be received by the broker-dealer and certain associated persons, and deliver certain disclosures required by the Commission. Consequently, the penny stock rules may make it difficult for you to resell any shares you may purchase, if at all.

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transactions.

DUE TO THE LACK OF A TRADING MARKET FOR OUR SECURITIES, YOU MAY HAVE DIFFICULTY SELLING ANY SHARES YOU PURCHASE IN THIS OFFERING.

We are not registered on any market or public stock exchange. There is presently no demand for our common stock and no public market exists for the shares being offered in this prospectus. We plan to contact a market maker immediately following the completion of the offering and apply to have the shares quoted on the Over- the-Counter Bulletin Board (“OTCQB”). The OTCQB is a regulated quotation service that displays real-time quotes, last sale prices and volume information in over-the-counter securities. The OTCQB is not an issuer listing service, market or exchange. Although the OTCQB does not have any listing requirements, to be eligible for quotation on the OTCQB, issuers must remain current in their filings with the SEC or applicable regulatory authority. If we are not able to pay the expenses associated with our reporting obligations we will not be able to apply for quotation on the OTC Bulletin Board. Market makers are not permitted to begin quotation of a security whose issuer does not meet this filing requirement. Securities already quoted on the OTCQB that become delinquent in their required filings will be removed following a 30 to 60 day grace period if they do not make their required filing during that time. We cannot guarantee that our application will be accepted or approved and our stock listed and quoted for sale. As of the date of this filing, there have been no discussions or understandings between Soldino Group Corp and anyone acting on our behalf, with any market maker regarding participation in a future trading market for our securities. If no market is ever developed for our common stock, it will be difficult for you to sell any shares you purchase in this offering. In such a case, you may find that you are unable to achieve any benefit from your investment or liquidate your shares without considerable delay, if at all. In addition, if we fail to have our common stock quoted on a public trading market, your common stock will not have a quantifiable value and it may be difficult, if not impossible, to ever resell your shares, resulting in an inability to realize any value from your investment.

WE MAY BE EXPOSED TO POTENTIAL RISKS AND SIGNIFICANT EXPENSES RESULTING FROM THE REQUIREMENTS UNDER SECTION 404 OF THE SARBANES-OXLEY ACT OF 2002.

We will be required, pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, to include in our annual report our assessment of the effectiveness of our internal control over financial reporting. We expect to incur significant continuing costs, including accounting fees and staffing costs, in order to maintain compliance with the internal control requirements of the Sarbanes-Oxley Act of 2002. Development of our business will necessitate ongoing changes to our internal control systems, processes and information systems. If our business develops and grows, our current design for internal control over financial reporting will not be sufficient to enable management to determine that our internal controls are effective for any period, or on an ongoing basis. Accordingly, as we develop our business, such development and growth will necessitate changes to our internal control systems, processes and information systems, all of which will require additional costs and expenses.

In the future, if we fail to complete the annual Section 404 evaluation in a timely manner, we could be subject to regulatory scrutiny and a loss of public confidence in our internal controls. In addition, any failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm our operating results or cause us to fail to meet our reporting obligations. However, as an “emerging growth company,” as defined in the JOBS Act, our independent registered public accounting firm will not be required to formally attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 of the Sarbanes- Oxley Act of 2002 until the later of the year following our first annual report required to be filed with the SEC, or the date we are no longer an emerging growth company. At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our controls are documented, designed or operating.

UNITED STATES STATE SECURITIES LAWS MAY LIMIT SECONDARY TRADING, WHICH MAY RESTRICT THE STATES IN WHICH AND CONDITIONS UNDER WHICH YOU CAN SELL THE SHARES OFFERED BY THIS PROSPECTUS.

There is no public market for our securities, and there can be no assurance that any public market will develop in the foreseeable future. Secondary trading in securities sold in this offering will not be possible in any state in the U.S. unless and until the common shares are qualified for sale under the applicable securities laws of the state or there is confirmation that an exemption, such as listing in certain recognized securities manuals, is available for secondary trading in such state. There can be no assurance that we will be successfulin registering or qualifying our securities for secondary trading, or identifying an available exemption for secondary trading in our securities in every state.  If we fail to register or qualify, or to obtain or verify an exemption for the secondary trading of, the securities in any particular state, the securities could not be offered or sold to, or purchased by, a resident of that state.  In the event that a significant number of states refuse to permit secondary trading in our securities, the market for our securities could be adversely affected.

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FORWARD LOOKING STATEMENTS

This prospectus contains forward-looking statements that involve risk and uncertainties. We use words such as “anticipate”, “believe”, “plan”, “expect”, “future”, “intend”, and similar expressions to identify such forward- looking statements. InvestorsShareholders should be aware that, allaccording 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 contained 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 managements 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


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related to our technology, market expectations, future revenues, financing alternatives, statements expressing general optimism about future operating results, and non-historical information, are good faith estimatesforward 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 managements 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 those anticipatedthe results expressed in, or implied by, these forward-looking statements for many reasons, includingstatements. Factors which could cause or contribute to such differences include, but are not limited to, the risks facedto be discussed in this Form S-1 Registration and in the press releases and other communications to shareholders issued by us as described in the “Risk Factors” section and elsewhere in this prospectus.

USE OF PROCEEDS

Our offering is being made on a self-underwritten and “best-efforts” basis: no minimum number of shares must be sold in order for the offeringfrom time to proceed. The offering price per share is $0.02. The following table sets forth the uses of proceeds assuming the sale of 25%, 50%, 75% and 100%, respectively,time which attempt to advise interested parties of the securities offered for sale by the Company. There isrisks and factors which may affect our business. We undertake no assurance that we will raise the full $90,000obligation to publicly update or revise any forward-looking statements, whether as anticipated.a result of new information, future events, or otherwise.

Items Description

 

25% are sold

 

50% are sold

 

75% are sold

 

100% are sold

 

Fee

 

Fee

 

Fee

 

Fee

Gross proceeds

$

22,500

$

45,000

$

67,500

$

90,000

Offeringexpenses

$

9,000

$

9,000

$

9,000

$

9,000

Net proceeds

$

13,500

$

36,000

$

58,500

$

81,000

Establishinganoffice

$

400

$

600

$

2,200

$

2,760

Sales person salary

$

-

$

6,000 (500)

$

6,000 (500)

$

6,000 (500)

Equipment

$

-

$

-

$

3,800

$

6,900

Raw materials

$

500

$

3,600

$

8,200

$

12,200

Ordering additional work wear

$

2,200

$

12,750

$

13,360

$

20,100

Marketing, advertising, website

$

800

$

2,950

$

4,850

$

6,200

SECreporting and compliance

$

9,000

$

9,000

$

9,000

$

9,000

Workers

$

-

$

-

$

4,800 (400)

$

9,600 (400*2)

Lease expenses

$

-

$

-

$

4,140 (345)

$

4,140 (345)

Miscellaneousexpenses

$

600

$

1,100

$

2,150

$

4,100


The above figures represent only estimated costs. If necessary, Aurora Fiorin, our president and director, has verbally agreed to loan the Company funds to complete the registration process. Also, these loans would be necessary if the proceeds from this offering will not be sufficient to implement our business plan and maintain reporting status and quotation on the OTC Electronic Bulletin Board when and if our common stock becomes eligible for trading on the Over-the-Counter Bulletin Board. Ms. Fiorin will not be paid any compensation or anything from the proceeds of this offering. There is no due date for the repayment of the funds advanced by Aurora Fiorin. Ms. Fiorin will be repaid from revenues of operations if and when we generate additional revenues to pay the obligation.

DETERMINATION OF OFFERING PRICE

We have determined the offering price of the shares arbitrarily. The price does not bear any relationship to our assets, book value, earnings, or other established criteria for valuing a privately held company. In determining the number of shares to be offered and the offering price, we took into consideration our cash on hand and the amount of money we would need to implement our business plan. Accordingly, the offering price should not be considered an indication of the actual value of the securities.

MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and the related notes and other financial information included elsewhere in this prospectus. Some of the information contained in this discussion and analysis orset forth elsewhere in this prospectus including information with respect to our plans and strategy for our business and related financing, includesthat 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. You should reviewWe have made the “Risk Factors” sectionforward-looking statements with managements 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 forprospectus.


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 discussion of important factorsrepresentation by the Company, or any other person, that could causewe will realize these estimates and projections, and actual results to differ materially from the results described inmay vary materially. We cannot assure you that any of these expectations will be realized or implied bythat any of the forward-looking statements contained inherein will prove to be accurate.





14


USE OF PROCEEDS


The Selling Stockholders are selling all of the following discussion and analysis.

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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,common shares covered by this prospectus for their own accounts.  Accordingly, we will not be required to: have 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.


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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 listed on 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 auditor report on our internal controls over financial reportingexchange 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 Section 404(b)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 Sarbanes-Oxley Act; provide an auditor attestationpurchaser) in amounts to be negotiated, provided such amounts are in



16


compliance with respectFINRA Rule 2121. Discounts, concessions, commissions and similar selling expenses, if any, that can be attributed to management’s report on the effectivenesssale of our internal controls over financial reporting; comply with any requirementcommon 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 adopted bydeemed to be underwriters within 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 shareholder 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)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 complyingthe 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.


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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 Commissions 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 purchasers 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 Companys 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 or revised accounting standards. consulting opportunities.


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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.





18


DILUTION


Further Dilution

In other words, an emerging growth company can delay the adoptionfuture, the Company may issue equity and debt securities. Any sales of certain accounting standards until those standards would otherwise apply to private companies.additional securities may have a depressive effect upon the market price of our common shares.



DIVIDENDPOLICY


We have electednot 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 take advantagetime 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 benefitsdistribution, 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'SDISCUSSIONANDANALYSISOF

FINANCIALCONDITIONANDRESULTSOFOPERATIONS


Recent Events

COVID-19 Pandemic

The COVID-19 pandemic is currently impacting countries, communities, supply chains and markets as well as the global financial markets. Governments have imposed laws requiring social distancing, travel bans and quarantine, and these laws may limit access to the Companys facilities, management, support staff and professional advisors. These factors, in turn, may not only impact the Companys operations, financial condition and demand for the Companys goods and services, but the Companys overall ability to react timely to mitigate the impact of this extended transition period.event. Also, it has affected the Companys efforts to comply with filing obligations with the Securities and Exchange Commission. Depending on the severity and longevity of the COVID-19 pandemic, the Companys business, customers, and stockholders 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.


15


Critical Accounting Policies

The Companys financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses. These estimates and assumptions are affected by management's applications of accounting policies. Critical accounting policies for the Company include revenue recognition, valuation of convertible promissory notes and related warrants, stock and stock option compensation, estimates, and derivative financial instruments.


The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and include the accounts of the Company.


Results of Operations

We have incurred recurring losses to date. Our financial statements may thereforehave 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 comparablenecessary should we be unable to thosecontinue operations.


We expect we will require additional capital to meet our long-term operating requirements. We expect to raise additional capital through, among other things, the sale of companies that comply with such newequity or revised accounting standards. We will remain an “emerging growth company” for up to five years, or until the earliest of (i) the last daydebt securities.


On July 28, 2021, Barry Sytner, a non-affiliate of the first fiscal yearregistrant, 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. Sytners personal funds resulting in whicha 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 shares of the Company.


Starting on July 30, 2021, the Company commenced its operation in the rendering of business consulting service to domestic and international customers. On July 30, 2021, the Company entered into two consulting agreements with non-affiliates to provide business consulting services. Under the consulting agreements, the Company will receive consulting fees of $5,000 and $10,000 per month, respectively.  The term of the consulting agreements is for an initial three month period.  Unless terminated in writing prior to the end of the period, the consulting agreement are renewable for successive three month periods.


Results of operation for the three months ended July 31, 2021 and July 31, 2020:


Revenue

During the three months ended July 31, 2021, the Company had no operations.  Subsequently, the Company commenced its operation on July 30, 2021 and the Company is expected to bring the monthly income of $15,000.


There was no revenue and cost of sales for the three months ended July 31, 2021 and 2020. Operating expenses for the three months ended July 31, 2021 and 2020 were $10,486 and $11,247, respectively.


Net Income/Loss

The net income for the three months ended July 31, 2021was $142,563, due to a gain from forgiveness of related party debt.


The net loss for the three months ended July 31, 2020 was $11,247.  


Results of operation for the years ended April 30, 2021 and April 30, 2020:


Revenue

There was no revenue and cost of sales for the years ended April 30, 2021 and 2020. Operating expenses for the years ended April 30, 2021 and 2020 were $52,094 and $72,334, respectively.


16


Net Loss

The net loss for the years ended April 30, 2021 and 2020 was $52,094 and $72,334 accordingly.


Liquidity and Capital Resources

As of July 31, 2021, our current liabilities were $32,107 and stockholders deficit was $96,802.


As of April 30, 2021 and 2020, 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 Actassets were $0.


As of 1934, which would occur if the market value ofApril 30, 2021, 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 $205current liabilities were $174,670 ($122,576 as of April 30, 2017. We believe our cash balance is not sufficient to fund our operations for any period of time. We have been utilizing2020) 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, 2017, 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. In order to implement our plan of operations for the next twelve months’ period, we require a minimum of $22,500 of funding from this offering. Being a development stage company, we have very limited operating history. After twelve months period we may need additional financing. We do not currently have any arrangements for additional financing.stockholdersOur business office is located at 4 Via Busco, Spresiano 31027 Italy.Our telephone number is 3904221500163.

As of today, we have identified two customers to purchase our products. Our competitive advantage is that we offer a high-quality product, while maintaining reasonable prices.

Our first customer Andrea Dini Massimo E C. Srl has signed sale agreement with us on March 11, 2017. The main term of this agreement is making a payment in the amount not less than $7,800, which we received as of the date of this filing. This agreement is filed as Exhibit 10.5 to this registration statement.

Our second customer Al Bacio Cri S.r.l. has signed sale agreement with us on March 27, 2017. The main term of this agreement is making a payment in the amount not less than $12,000, has ordered our workwear and paid an amount of $5,100 as of the date of this filing. This agreement is filed as Exhibit 10.6 to this registration statement.

We are a development stage company and have generated no revenues deficit was $174,670 ($122,576 as of April 30, 2017. Our full business plan entails2020).


Cash flows from operating activities described in the Plan of Operation section below. Long term financing beyond the maximum aggregate amount of this offering may be required to expand our business. The exact amount offunding will depend on the scale of our development and expansion. Our expansion may include expanding our office facilities, hiring sales personnel and entering into agreements with new clients. We do not currently have planned our expansion, and we have not decided yet on the scale of our development and expansion and on exact amount of funding needed for our long term financing.

13



To meet our need for cash we are attempting to raise money from this offering. We believe that we will be able to raise enough money through this offering to continue our proposed operations but we cannot guarantee that once we continue operations we will stay in business after doing so. If we are unable to successfully find customers we may quickly use up the proceeds from this offering and will need to find alternative sources. At the present time, we have not made any arrangements to raise additional cash, other than through this offering.

If we need additional cash and cannot raise it, we will either have to suspend operations until we do raise the cash, or cease operations entirely. Even if we raise $90,000 from this offering, it will last one year, but we may need more funds for business operations in the next year, and we will have to revert to obtaining additional money.

PLAN OF OPERATION

We intend to commence operations in the business of work wear distribution, sewing and embroidery services. We have not generated any revenues and our principal businesspositive cash flows from operating activities. For the three months ended July 31, 2021, net cash used in operating activitiesAs of today, was $6,942.


We have not generated positive cash flows from operating activities. For the three months ended July 31, 2020, net cash used in operating activities was $0.


For the year ended April 30, 2021, we have developed our business plan,not generated positive cash flows from operating activities. Net cash flows used in operating activities was $42,286, which consisted of increase in accruals and executed a Sales Distribution Agreement with our supplier, Miliu Wear Garment Co., Ltd. February 17, 2017 and equipment purchase agreement with Yiw Hon Impt & Exprt Co., Ltd., dated February 1, 2017.other payables.

 

Our currentFor the year ended April 30, 2020, we have not generated positive cash balance will not be sufficient to fund our operations forflows from operating activities. Net cash flow used in operating activities was $53,579, which consisted of increase in accruals and other payables.


Cash flows from financing activities

For the next 12three months if we are unable to successfully raise money in this offering. However, if we sell half of the securities offered for saleended July 31, 2021, net cash provided by the Company and raise the grossfinancing activities was $6,942 from proceeds of $45,000 will satisfyrelated party loans.


For the three months ended July 31, 2020, net cash requirements for 12 months and we will not be required to raise additional funds to meet operating expenses, but our growth plan will be limited. If we sell more than half ofprovided by financing activities was $0.


For the shares in this offering, we believe the money will last for more than a year and also provide funds for growth plan. If we need more money we will have to revert to obtaining additional financing by way of a private debt or equity financing. We may also utilize funds from Ms. Fiorin, our Sole Officer and Director, who has informally agreed to advance funds to allow us to pay for offering costs, filing fees, professional fees, including fees payable in connection with the filing of this registration statement and operation expenses. There is no a maximum amount of funds that our President has agreed to advance. Ms. Fiorin, however, has no formal commitment, arrangement or legal obligation to advance or loan funds to the company.

During first months after completion of this offering, we will establish our office and develop our web site. During months 1-12 we will be developing our marketing campaign and we believe we will start to sell our product and earn revenue. Until this time, we do not believe that our operations will be profitable. There is no assurance we will ever reach that stage.

We will not be conducting any product research or development. We do not expect to purchase or sell plant or significant equipment. Further we do not expect significant changes in the number of employees. Upon completion of our public offering, our specific goal is to sell work wear, sew and embroidery service providence.

After the effectiveness of our registration statement by the Securities and Exchange Commissions, we intend to concentrate our efforts on raising capital. During this period, our operations will be limited due to the limited amount of funds on hand. Upon completion of our public offering, our specific goal is to profitably sell our work wear, sew and embroidery service providence. Our plan of operations following the completion is as follows:

Establish our Office

Time Frame: 1- 3months. Material costs: $400-$2,760.

Upon completion of the offering we plan to set up an office in Italy and acquire the necessary equipment to continue operations. We currently rent an office space located at4 Via Busco, Spresiano 31027 Italy. We have leased this office space for two years. Our lease agreement is filed as Exhibit 10.2 to this registration statement. Our sole office and director has advanced us funds to pay our lease expanses.We plan to purchase office equipment such as computer, telephones, fax, office supplies and furniture. Our sole officer and director, Aurora Fiorin will take care of our initial administrative duties. We believe that it will cost at least$400 to set up office and obtain the necessary equipment and stationery to continue operations. If we sell 50% of the shares offered we would buy better equipment with advanced features that will cost us approximately $600 more. In case of selling 75% of hares in this offering we will spend on our office needs around $2,200, which is significantly higher to compare with previous expected office expanses, because we are going to lease additional office. In total we will have two offices. In the event we sell all of the shares offered we would buy additional and more advanced equipment for our two offices that will help us in everyday operations; therefore the office set up cots will be approximately $2,760.

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Lease expanses

Time Frame: 4-12months. Material costs: $4,140

We are going to lease additional office space in case of selling more than 75% of the shares offered in this offering. The space will be needed once we expend our operations.

Marketing, advertising, website 

Time Frame: 1-12months. Material costs: $800-$6,200.

During this period, we intend to begin developing our website. Our sole officer and director, Aurora Fiorin will be in charge of registering our web domain. As of the date of this prospectus we have registered a domain name www.soldinogroup.com for our website and fill it in with initial information about our company and products. Once we register our web domain, we plan to hire a web designer to help us with the design and develop our website. We do not have any written agreements with any web designers at current time. Updating and improving our website will continue throughout the lifetime of our operations.

While developing our website, we will begin to market our product. We will develop our client base by focusing our marketing efforts on work wear distributors. We will compete with other distributors and manufactures for positioning of our products in retail space. We intend to use marketing strategies, such as web advertisements, direct mailing, and phone calls to acquire potential customers. We also plan to attend trade shows in our industry to showcase our product with a view to find new customers. We believe that we should begin to see results from our marketing campaign within 120 days from its initiation. We also will use Internet promotion tools on Facebook and Twitter to advertise our products and company. We intend to spend from $800 to $6,200 on marketing efforts during the first year. Marketing is an ongoing matter that will continue during the life of our operations.

If we do not raise at least $22,500 in this offering, we must limit our marketing activities and may not be able to make our product known to potential customers. Because we will be limiting our marketing activities, we may not be able to attract enough customers to operate profitably. If we cannot operate profitably, we may have to suspend or cease operations.

Negotiate agreements with potential customers

Time Frame: 1-12months. No material costs.

We plan to enter into distribution and supply agreements with work wear distributors. The Company is also planning to find potential customers among developed Italian companies, such as restaurants and hotels and related. We will negotiate terms and conditions of collaboration. This activity will be ongoing throughout our operations. Even if we are able to obtain sufficient number of agreements at the end of the twelve-month period, there is no guarantee that we will be able to attract and more importantly retain enough customers to justify our expenditures. If we are unable to generate a significant amount of revenue and to successfully protect ourselves against those risks, then it would materially affect our financial condition and our business could be harmed.

Hire a sales person

Time Frame: 3-12months. Material costs: $6,000

If we sell at least 50% or more of shares in this offering, we intend to hire one salesperson with good knowledge and connections in the work wear distribution. The salesperson’s job would be to find new potential purchasers, introduce our products and to set up agreements with them to buy our work wear. The negotiation of additional agreements with potential customers will be ongoing during the life of our operations.

Equipment 

Time Frame: 4-12months. Material costs: $3,800 - $6,900

We are planning to order additional equipment once we lease additional office, where we are planning to place additional working space for workers. The expanses on this matter will be $3,800 if we sell 75% of the offered shares and $6,900 if we sell all of the shares in this offering. In case if we sell less then 75% we are not planning to purchase additional equipment for our operations.

15



Raw materials and ordering additional work wear

Time Frame: 1-12months. Material costs: $2,700 - $32,300

We believe that purchasing a work wear is our main part of expanses. In case of selling at least 25% of shares in this offering we will purchase our work wear for $2,200 and raw materials for $500. In case of selling half of the shares in this offering we will spend on purchasing work wear around  $12,750 and on raw materials $3,600. If we sell 75% of the offered shares in this offering we will order work wear on the amount $13,360 and spend on our raw materials $8,200. On this stage will are planning to have additional worker who will help our director to perform sewing and embroidery service for our future clients. In the perfect case if we sell all of the offered shares the amount spend on purchasing work wear will be $20,100 and on raw materials $12,200.  In this Soldino is planning to hire two workers to perform our operations.

Workers

Time Frame: 1-12months. Material costs: $4,800 - $9,600

The Company is planning to hire additional worker or two in case of selling 75% or all of the offered shares in this offering accordingly. They will help in every day operations of the Company and assist our sole officer and director in providing sewing and embroidery service.

In summary, we believe that most of our planned activities are ongoing through lifetime of our operations and we are expecting to receive additional revenues in the nearest future.

Aurora Fiorin, our president will be devoting approximately twenty hours per week to our operations. Once we expand operations, and are able to attract more and more customers to buy our products, Ms. Fiorin has agreed to commit more time as required. Because Ms. Fiorin will only be devoting limited time to our operations, our operations may be sporadic and occur at times which are convenient to her. As a result, operations may be periodically interrupted or suspended which could result in a lack of revenues.

Estimated Expenses for the Next Twelve-Month Period

The following provides an overview of our estimated expenses to fund our plan of operation over the next twelve months.

Items Description

 

25% are sold

 

50% are sold

 

75% are sold

 

100% are sold

 

Fee

 

Fee

 

Fee

 

Fee

Gross proceeds

$

22,500

$

45,000

$

67,500

$

90,000

Offeringexpenses

$

9,000

$

9,000

$

9,000

$

9,000

Net proceeds

$

13,500

$

36,000

$

58,500

$

81,000

Establishinganoffice

$

400

$

600

$

2,200

$

2,760

Sales person salary

$

-

$

6,000 (500)

$

6,000 (500)

$

6,000 (500)

Equipment

$

-

$

-

$

3,800

$

6,900

Raw materials

$

500

$

3,600

$

8,200

$

12,200

Ordering additional work wear

$

2,200

$

12,750

$

13,360

$

20,100

Marketing,advertising, website

$

800

$

2,950

$

4,850

$

6,200

SECreporting and compliance

$

9,000

$

9,000

$

9,000

$

9,000

Workers

$

-

$

-

$

4,800 (400)

$

9,600 (400*2)

Lease expenses

$

-

$

-

$

4,140 (345)

$

4,140 (345)

Miscellaneousexpenses

$

600

$

1,100

$

2,150

$

4,100

The various offering amounts presented in the table above are for illustrative purposes only and the actual amount of proceeds rose, if any, may differ significantly.

DILUTION

Dilution represents the difference between the Offering price and the net tangible book value per share immediately after completion of this Offering. Net tangible book value is the amount that results from subtracting total liabilities from total assets. Dilution arises mainly as a result of our arbitrary determination of the Offering price of the shares being offered. Dilution of the value of the shares you purchase is also a result of the lower book value of the shares held by our existing stockholder.

16



The historical net tangible book value as ofended April 30, 20172021, net cash flow provided by financing activities was negative$3,675or approximately$(0.001)per share. Historical net tangible book value per share of common stock is equal to ourtotal stockholder’s equity, divided by$42,286 from proceeds from a related party.


For the number of shares of common stock outstanding as ofyear ended April 30, 2017.2020, net cash flow provided by financing activities was $53,579 from proceeds from a related party.


The following table sets forth as ofApril 30, 2017, the number of shares of common stock purchased from us and the total consideration paid by our existing stockholders and by new investors in this offering if new investors purchase 25%, 50%, 75% or 100% of the offering, after deduction of offering expenses payable by us, assuming a purchase price in this offering of $0.02 per share of common stock.

Funding level

100

%

75

%

50

%

25

%

Proceeds

$

90,000

$

67,500

$

45,000

$

22,500

Shares outstanding

8,000,000

6,000,000

4,000,000

2,000,000

Net tangible book value

$

86,325

$

63,825

$

41,325

$

18,825

Offering price per share

$

0.02

$

0.02

$

0.02

$

0.02

Net tangible book value per share prior to offering

$

(0.001

)

$

(0.001

)

$

(0.001

)

$

(0.001

)

Pro forma net tangible book value per share after offering

$

0.0108

$

0.0106

$

0.0103

$

0.0094

Increase per Share attributable to Investors

$

0.0118

$

0.0116

$

0.0113

$

0.0104

Dilution to investors

$

0.0092

$

0.0094

$

0.0097

$

0.0106

Dilution as a percentage of offering price

46

%

47

%

48.5

%

53

%

OFF-BALANCE SHEET ARRANGEMENTS

Off-Balance Sheet Arrangements

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





20


LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITALDIRECTORS,

There is no historical financial information about us upon which to base an evaluation of our performance. We are in start-up stage operations and have not generated any revenues. We cannot guarantee 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.

We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholder.

Results of operationsEXECUTIVEOFFICERS,PROMOTERS

From Inception on January 25, 2017ANDCONTROLPERSONS


The following persons listed below have been retained to April 30, 2017

Duringprovide services as director until the period we incorporated the company, prepared a business planqualification and executed aSales 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.Our loss since inception is $7,175.

Since inception, we have sold 3,500,000 shareselection 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.  


17






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 for net proceeds of $3,500.

LIQUIDITY AND CAPITAL RESOURCES

As of April 30, 2017, the Company had $205 cashsince 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 our liabilities were $11,600, comprising $5,600 owedpublic companies. Mr. Sytner acted as Chief Executive Officer of Tri-Mark Manufacturing, Inc., a public company from 2008 to Aurora Fiorin, our sole officer2001. Mr. Sytner obtained a bachelor of arts degree in education from Yeshiva College in 1971 and director.from the University of Scranton in 1973.


We are attempting to raise funds to proceed with our planCommittees of operation. We will have to utilize funds from Aurora Fiorin, our sole officer and director, who has verbally agreed to loan the company funds to complete the registration process. However, Ms. Fiorin has no formal commitment, arrangement or legal obligation to advance or loan funds to the company. To proceed with our operations within 12 months, we need aminimumBoard of $22,500.We cannot guarantee that we will be able to sell all the shares required to satisfy our 12 months financial requirement. If we are successful, any money raised will be applied to the items set forth in the Use of Proceeds section of this prospectus. We will attempt to raise at least the minimum funds necessary to proceed with our plan of operation. In a long term we may need additional financing. 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 arrangements for additional financing. Obtaining additional funding will be subject to a number of factors, including general market conditions, investor acceptancesuch committees are excessive and beyond the scope of our business plan and initial results from our business operations. These factors may impactneeds.


Indemnification

The Company shall indemnify to the timing, amount, terms or conditionsfullest extent permitted by, and in the manner permissible under the laws of additional financing available to us. There is no assurance that any additional financing will be available or if available, on terms that will be acceptable to us.

17



DESCRIPTION OF BUSINESS

General

Soldino Group Corp was incorporated in 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 January 25, 2017behalf 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 establishedcontrolling 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 fiscal year endclaim 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.


18


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, 2017. We have no revenues2021 and have minimal assets and have incurred losses as of April 30, 2017. We are a development-stage company formed to commence operations in the distribution and sewing of work wear. We have recently started our operation. 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 3904221500163.2020.


We plan to market and distribute an assortment of work wear sew some parts of work wear cloth 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

·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.

·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.

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)

18Barry Sytner, CEO and CFO

2021

-

-

-

-

-

-

-

-


2020

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

Shaoyin Wu, former CEO and President

2021

-

-

-

-

-



-



-



-


2020

-

-

-

-

-

-

-

-

Kim Lee Poh, former CFO and Secretary

2021

-

-

-

-

-



-



-



-


2020

-

-

-

-

-

-

-

-



Sales and MarketingOutstanding Equity Awards

There are currently no equity awards outstanding.

We intend to enter into

Employment Agreements

The Company is currently negotiating employment 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.

sole officer.  As of today, we have identified two customers to purchase our products. Our competitive advantage is that we offer a high-quality product, while maintaining reasonable prices.

Our first customer Andrea Dini Massimo E C. Srl has signed sale agreement with us on March 11, 2017. The main term of this agreement is making a payment in the amount not less than $7,800, which we received till the date of this filing. This agreement is filed as Exhibit 10.5 to this registration statement.

Our second customer Al Bacio Cri S.r.l. has signed sale agreement with us on March 27, 2017. The main term of this agreement is making a payment in the amount not less than $12,000, has ordered our workwear and paid an amount of $5,100 as of the date of this filign. This agreementprospectus, 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 filed as Exhibit 10.6provided by the executive.  The executives are entitled to this registration statement.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.


Initially, our sole officerThe Company will provide each executive a life insurance policy (with coverage not to exceed $100,000 death benefit) and director, Aurora Fioringroup 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 market our products. If we sell at least 75% shares in this offering, we intend to hire one salesperson with good knowledgereimburse reasonable and connectionsnecessary out-of-pocket business, entertainment and travel expenses incurred in the work wear distributioncourse of performing their duties.  The Company will provide each executive with a $2,000 per month automobile allowance and construction industrya $2,000 per month housing allowance (which can be increased to introduce our product.a total of $5,000 in the event that the Company requests the executive to live away from home).






Should the executives 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.


19


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 Companys stock held by the executive.  The salesperson’s job would beexecutive 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 find new potential purchasers, andrequire that the executive sell all of the Companys 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 set up agreements with themagree on a purchase price.  If they are unable to buy our work wear.

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

·Distributors that are responsible for marketing and selling work wear;

·Construction companies;

·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 enteragree, the market. Economies of scale would make it easier for our larger established competitors to negotiatepurchase 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 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 market where we compete with many domesticthird party in amounts greater than 5% of the currently issued and international companies offering similar products. We will be in direct competition with them. Many large companies will be able to provide more favorable servicesoutstanding stock, the executive shall first deliver a written notice to the potential customers. ManyCompany setting forth the material terms and conditions, including price and form of these companies may have a greater, more established customer base than us. We will likely lose business toconsideration and the identity of the proposed transferee.  Following the Companys receipt of 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 distributenotice, the work wear ("Products"), and Miliu Wear Garment Co., Ltd. company ("Supplier"), collectively the "Parties".

The initial term of this AgreementCompany shall, be for a period of 2 (two) years, commencing on February 3, 2017. This Agreement may be extended by mutual written consentfourteen days thereafter, have the right, but not the obligation, to purchase all of the parties.

stock subject to such proposed transfer on the same terms and conditions specified in the executives notice.  The rights grantedCompany must provide written notice of its intent to exercise this right of first refusal within the Distributor under this Agreement shall terminate upon the occurrence of any the following events: 1) the Distributor failssame fourteen day period.  The executive is annually entitled to sell a minimum of $10,000 (ten thousand dollars) of Productannually during the first two yearstransfer up to five percent of the Term (“Initial Sale Period”); or 2) the Distributor fails to increase the saleaggregate issued and outstanding stock of the ProductCompany owned by a minimumthe executive without triggering this right of 10 percent each year after the Minimum Sale Period.

19



first refusal or without first getting Board approval.

The full contract value to be paid in U.S. Dollars.

Significant Employees

The Sales Distribution Agreement is filed as Exhibit 10.4 to this registration statement.

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.

The Equipment Purchase Agreement is filed as Exhibit 10.3 to our registration statement.

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 significant employees other than our sole officer, Aurora Fiorin.

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 lease agreement is filed as Exhibit 10.2 to this registration statement. Our telephone number is 3904221500163.

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 weconduct 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.

20



LEGAL PROCEEDINGS

Wewho are not currently a party to any legal proceedings, and we are not aware of any pendingexecutive officers or potential legal actions.directors.  


DIRECTORS, EXECUTIVE OFFICERS, PROMOTER AND CONTROL PERSONSFamily Relationships

The name, age and titles of our executiveNo officer and director are as follows:

Name and Address of Executive

Officer and/or Director

Age

Position

Aurora Fiorin

Via Busco, 4, Spresiano, Treviso

31027 Italy

24

President, Treasurer, Secretary and Director

(Principal Executive, Financial and Accounting Officer)

Aurora Fiorin has acted as our President, Treasurer, Secretary and Director since our incorporation on January 25, 2017. There was not any arrangement or understanding between Aurora Fiorin and any other person(s) pursuant to which she was selected as a director of the company. Our director’s experience looks as following:

SUMMARY

Apparel production manager is in charge of clothing line being manufactured. Select clothing material and develop models of cloth. Specializes in work wear cloth.

HIGHLIGHTS

WORK EXPERIENCE

June 2011 to January 2014 - Auriso SRL, Italy

-Apparel production manager

-Implemented quality assurance (QA) processes to meet all design requirements

-Used adobe Photoshop to display design for latest women’s fashion

February 2014 to December 2016 – Serinomi SRL, Italy

-Apparel production manager

-Complied reports of all production statistics for various apparel

-Complied orders of raw materials for the production 

EDUCATION

IED Istituto Europeo di Design 2009 – 2012

Faculty of Fashion business


CURRENT POSITION

The Incorporator and President of Soldino Group Corp

21



We believe that these skills will help our sole officer and director run the Company’s business. Ms. Fiorin’s only occupation at the moment is managing the business processes of Soldino Group Corp There was not any arrangement or understanding between Aurora Fiorin andCompany has a family relationship with any other person(s) pursuant to which she was selected as an officermember of the company.Company.


Aurora Fiorin owns 100% of the outstanding shares of our common stock. As such, it was unilaterally decided that Aurora Fiorin was going to be our sole President, Chief Executive Officer, Treasurer, and Chief Financial Officer, Chief Accounting Officer, Secretary and sole member of our board of directors. Aurora Fiorin intends to spend 75% of his time to planning and organizing activities of Soldino Group Corp, which means she will devote approximately 20 hours per week to the Company’s business.Directorships

None


Involvement in Certain Legal Proceedings

During the past ten years, Aurora Fiorin no director, promoter or control person:


has not beenfiled 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 subject tobusiness or property of such person, or any of the following events:

1.Any bankruptcy petition filed by or against any business ofpartnership in which Aurora Fiorinhe was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time.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;

2.Any conviction

was convicted in a criminal proceeding or beingnamed subject to a pending criminal proceeding.proceeding (excluding traffic violations and other minor offenses);

3.An



24


was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, orof any court of competent jurisdiction, permanently or temporarily enjoining barring, suspendinghim or her from or otherwise limiting Ms. Fiorin involvementthe following activities:


20


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 banking activities.Federal commodities laws;

4.Found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Future Trading Commission to violate a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

5.Waswas the subject of any order, judgment or decree, not subsequently reversed,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 paragraph (f)(3)(i) of this section,the preceding bullet point, or to be associated with persons engaged in any such activity;

6.Was

was found by a court of competent jurisdiction in a civil action or by the CommissionSEC 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;

7.Was

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:

i.Any

any Federal or State securities or commodities law or regulation; or

ii.Any

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

iii.Any

any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity;activity; or

8.Was

was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, ofor any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26)))Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act, (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.



TERM SECURITYOWNERSHIPOF OFFICE

Our director is appointed to hold office until the next annual meeting of our stockholders or until his respective successor is elected and qualified, or until she resigns or is removed in accordance with the provisions of the Nevada Revised Statues.

DIRECTOR INDEPENDENCE

Our board of directors is currently composed of one member, Aurora Fiorin, who does not qualify as an independent director in accordance with the published listing requirements of the NASDAQ Global Market. The NASDAQ independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director, nor any of his family members has engaged in various types of business dealings with us. In addition, our board of directors has not made a subjective determination as to each director that no existing relationships which, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, though such subjective determination is required by the NASDAQ rules. Had our board of directors made these determinations, our board of directors would have reviewed and discussedinformation provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to our management and us.

22



CERTAIN

EXECUTIVE COMPENSATIONBENEFICIALOWNERS

ANDMANAGEMENT


The following tables set forth certain information about compensation paid, earned or accrued for services by our Executive Officer from inception on January 25, 2017 until April 30, 2017:

Summary Compensation Table

Name and

Principal

Position

 

Year

 

Salary

($)

 

 

Bonus

($)

 

 

Stock

Awards

($)

 

 

Option

Awards

($)

 

 

Non-Equity

Incentive Plan

Compensation

($)

 

 

Nonqualified

Deferred

Compensation

($)

 

 

All Other

Compensation

($)

 

 

Total

($)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Aurora Fiorin, President and Treasurer

 

January 25, 2017 until April 30, 2017

 

 

-0-

 

 

 

-0-

 

 

 

-0-

 

 

 

-0-

 

 

 

-0-

 

 

 

-0-

 

 

 

-0-

 

 

 

-0-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

                                     

There are no current employment agreements between the company and its officer.

Aurora Fiorin currently devotes approximately 75% of her time to manage the affairs of the Company. She has agreed to work with no remuneration until such time as the company receives sufficient revenues necessary to provide management salaries. At this time, we cannot accurately estimate when sufficient revenues will occur to implement this compensation, or what the amount of the compensation will be. There are no annuity, pension or retirement benefits proposed to be paid to the officer or director or employees in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by the company or any of its subsidiaries, if any.

Director Compensation

The following table below sets forth director compensation as of April 30, 2017:

Name

 

Fees

Earned

or Paid

in Cash

($)

 

 

Stock

Awards

($)

 

 

Option

Awards

($)

 

 

Non-Equity

Incentive Plan

Compensation

($)

 

 

Nonqualified

Deferred

Compensation

Earnings

($)

 

 

All Other

Compensation

($)

 

 

Total

($)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Aurora Fiorin

 

 

-0-

 

 

 

-0-

 

 

 

-0-

 

 

 

-0-

 

 

 

-0-

 

 

 

-0-

 

 

 

-0-

 

                               

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Aurora Fiorin is our officer, director, control person and promoter and she shall receive no compensation for the placement of the offering. There is no any promoter(s) of the company other than Ms. Fiorin.

On February 21, 2017, we issued a total of 3,500,000 shares of restricted common stock to Aurora Fiorin in consideration of $3,500. Further, Aurora Fiorin has advanced funds to us. As of April 30, 2017, Aurora Fiorin advanced us $5,600. Ms. Fiorin will not be repaid from the proceeds of this offering. There is no due date for the repayment of the funds advanced by Ms. Fiorin. Aurora Fiorin will be repaid from revenues of operations if and when we generate significant revenues to pay the obligation. There is no assurance that we will ever generate significant revenues from our operations. The obligation to Aurora Fiorin does not bear interest. There is no written agreement evidencing the advancement of funds by Aurora Fiorin or the repayment of the funds to Aurora Fiorin. We have a verbal agreement with our sole officer and director that, if necessary, she will loan the company funds to complete the registration process.

23



SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information concerning the number of sharesbeneficial ownership of our common stock, ownedas of September 17, 2021, by:


All of our current directors and executive officers, individually; and

All persons who beneficially from February 21, 2017 by: (i) each person (including any group) known to us to own more than five percent (5%)5% of our outstanding common stock.






The beneficial ownership of each person was calculated based on 5,871,250 common shares outstanding as of September 17, 2021.  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


21

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 classshares listed as beneficially owned does not constitute an admission of our voting securities, (ii) our director, and or (iii) our officer. Unless otherwise indicated,beneficial ownership. Each person named in the stockholder listed possessestable has sole voting and investment power with respect to all of the shares shown.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.

Title of Class

Name and Address of

Beneficial Owner

Amount and Nature of 

Beneficial Ownership

Percentage

Common Stock

Aurora Fiorin

3,500,000 shares of common stock (direct)

100%

100%


The following table sets forth, as of September 17, 2021, 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) A beneficial ownerBased upon 5,871,250 outstanding common shares as of September 17, 2021.

(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.



CERTAINRELATIONSHIPSANDRELATEDTRANSACTIONS


None




26


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.


22


DESCRIPTIONOFCAPITALSTOCK


The following statements constitute brief summaries of the Companys 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 security includesvoluntary 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 Action Stock Transfer Corporation., 2469 Fort Union Boulevard, Suite 214, Salt Lake City, UT 84121-3374 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 person who,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, throughwith any contract, arrangement, understanding, relationship,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 otherwise has or shares: (i)shared voting power which includes the power to vote, or to direct the voting of shares; and (ii) investment power and also any shares, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the personselling stockholder has the right to acquire thewithin 60 days.


23



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 (for example, upon exercise of an option)subject to options, warrants or other convertible securities currently exercisable or convertible, or exercisable or convertible within 60 days, of the dateare counted as of which the information is provided. Inoutstanding for computing the percentage ownershipof the person holding such options, warrants or other convertible securities but are not counted as outstanding for computing the percentage of any person, theother person.

2)

The amount and percentage of common shares outstanding is deemed to include the amount of sharesthat will be beneficially owned by such person (and only such person) by reasonthe Selling Stockholder after completion of these acquisition rights.the offering assume that they will sell all common shares being offered pursuant to this prospectus.

3)

On February 21, 2017, there were 3,500,000Based on 5,871,250 common shares of our common stock issued and outstanding.outstanding as of September 17, 2021.  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.


Future sales by existing stockholders

SHARES ELIGIBLE FOR FUTURE SALE

A total

Upon the date of 3,500,000this prospectus, there are 5,871,250 common shares of common stock were issued to our sole officer and director, alloutstanding, 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.


24




28


Any additional common shares issued in the future but not registered with the Securities and Exchange Commission are restricted securities, as defined inwithin the meaning of Rule 144 of the Rules and Regulations of the SEC promulgated under the Securities Act. Under Rule 144, the shares can be publicly sold,Act and are subject to volume restrictions and restrictions on the mannerresale provisions of sale. SuchRule 144.


At the present time, re-sales or distributions of such shares can only be sold after six monthsare 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.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.


WeSales 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 a “shell company” withinan affiliate of the meaning of Rule 405, promulgated pursuant toCompany under the Securities Act because we do have hard assetsduring the three months preceding a sale and real business operations.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.


Shares purchased in this offering, which willNo predictions can be immediately resalable, andmade of the effect, if any, that market sales of allcommon shares or the availability of our othersuch shares after applicable restrictions expire, couldfor sale will have a depressive effect on the market price if any,prevailing from time to time.  Nevertheless, sales of significant amounts of our common stock andshares could adversely affect the shares we are offering.

There is no public tradingprevailing market for our common stock. There are no outstanding options or warrants to purchase, or securities convertible into, our common stock. There is one holder of record for our common stock. The record holder is our sole officer and director who own 3,500,000 restricted shares of our common stock.

PLAN OF DISTRIBUTION

Soldino Group Corp has 3,500,000 shares of common stock issued and outstanding as of the date of this prospectus. The Company is registering an additional of 4,500,000 shares of its common stock for sale at the price of $0.02 per share. There is no arrangement to address the possible effect of the offering on the price of the stock. The person offeringcommon shares, as well as impair our ability to raise capital through the securities on your behalf may be deemed to be an underwriterissuance of this offering within the meaning of that term as defined in Section 2(11) of the Securities Act.

In connection with the Company’s selling efforts in the offering, Ms. Fiorin will not register as a broker-dealer pursuant to Section 15 of the Exchange Act, but rather will rely upon the “safe harbor” provisions of SEC Rule 3a4-1, promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Generally speaking, Rule 3a4-1 provides an exemption from the broker-dealer registration requirements of the Exchange Act for persons associated with an issuer that participate in an offering of the issuer’s securities.Aurora Fiorin is not subject to any statutory disqualification, as that term is defined in Section 3(a)(39) of the Exchange Act. Ms. Fiorin will not be compensated in connection with his participation in the offering by the payment of commissions or other remuneration based either directly or indirectly on transactions in our securities. Aurora Fiorin is not, nor has she been within the past twelve months, a broker or dealer, and she is not, nor has she been within the past 12 months, an associated person of a broker or dealer. At the end of the offering, Ms. Fiorin will continue to primarily perform substantial duties for the Company or on its behalf otherwise than in connection with transactions in securities. Aurora Fiorin will not participate in selling an offering of securities for any issuer more than once every twelve months other than in reliance on Exchange Act Rule 3a4-1(a) (4)(i) or (iii). Ms. Fiorin may solicit the investors through personal contact, by telephone or mail/email. She will identify those who might have an interest in purchasing shares among her personal friends and business associates. She will not use any supplemental materials in this regard.

24



Soldino will receive all proceeds from the sale of the 4,500,000 shares being offered. The price per share is fixed at $0.02 for the duration of this offering. Although our common stock is not listed on a public exchange or quoted over-the-counter, we intend to seek to have our shares of common stock quoted on the Over-the Counter Bulletin Board. In order to be quoted on the OTC Bulletin Board, a market maker must file an application on our behalf in order to make a market for our common stock. There can be no assurance that the market maker will agree to file the necessary documents with FINRA, nor can there be any assurance that such an application for quotation will be approved. However, sales by the Company must be made at the fixed price of $0.02 for up to 240 days from the effective date of this prospectus.

The Company’s shares may be sold to purchasers from time to time directly by and subject to the discretion of the Company. Further, the Company will not offer its shares for sale through underwriters, dealers, agents or anyone who may receive compensation in the form of underwriting discounts, concessions or commissions from the Company and/or the purchasers of the shares for whom they may act as agents. The shares of common stock sold by the Company may be occasionally sold in one or more transactions; all shares sold under this prospectus will be sold at a fixed price of $0.02 per share.

In order to comply with the applicable securities laws of certain states, the securities will be offered or sold in those states only if they have been registered or qualified for sale; an exemption from such registration or if qualification requirement is available and with which Soldino Group Corp has complied.

In addition and without limiting the foregoing, the Company will be subject to applicable provisions, rules and regulations under the Exchange Act with regard to security transactions during the period of time when this Registration Statement is effective.

We have no intention of inviting broker-dealer participation in this Offering. Soldino will pay all expenses incidental to the registration of the shares (including registration pursuant to the securities laws of certain states), which we expect to be $9,000.

Procedures for Subscribing

If you decide to subscribe for any shares in this offering, you must execute and deliver a subscription agreement; and deliver a check or certified funds to us for acceptance or rejection. All checks for subscriptions must be made payable to “Soldino Group Corp” The Company will deliver stock certificates attributable to shares of common stock purchased directly to the purchasers.

Right to Reject Subscriptions

We have the right to accept or reject subscriptions in whole or in part, for any reason or for no reason. We will return all monies from rejected subscriptions immediately to the subscriber, without interest or deductions. Subscriptions for securities will be accepted or rejected with letter by mail within 48 hours after we receive them.

Penny Stock Regulations

You should note that our stock is a penny stock. The SEC has adopted Rule 15g-9 which generally defines "penny stock" to be anyadditional equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and "accredited investors". The term "accredited investor" refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of$1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC, which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.

25



State Securities - Blue Sky Laws

There is no established public market for our common stock, and there can be no assurance that any market will develop in the foreseeable future. Transfer of our common stock may also be restricted under the securities or securities regulations laws promulgated by various states and foreign jurisdictions, commonly referred to as "Blue Sky" laws. Absent compliance with such individual state laws, our common stock may not be traded in such jurisdictions. Because the securities registered hereunder have not been registered for resale under the blue sky laws of any state, the holders of such shares and persons who desire to purchase them in any trading market that might develop in the future, should be aware that there may be significant state blue-sky law restrictions upon the ability of investors to sell the securities and of purchasers to purchase the securities. Accordingly, investors may not be able to liquidate their investments and should be prepared to hold the common stock for an indefinite period of time. In order to comply with the applicable securities laws of certain states, the securities will be offered or sold in those states only if they have been registered or qualified for sale; an exemption from such registration or if qualification requirement is available and with which Soldino Group Corp has complied. In addition and without limiting the foregoing, the Company will be subject to applicable provisions, rules and regulations under the Exchange Act with regard to security transactions during the period of time when this Registration Statement is effective.

DESCRIPTION OF SECURITIES

GENERAL

Our authorized capital stock consists of 75,000,000 shares of common stock, par value $0.001 per share. As of April 30, 2017, there were 3,500,000 shares of our common stock issued and outstanding. Our sole officer and director, Aurora Fiorin owns 3,500,000 purchased on February 21, 2017.

Aurora Fiorin, our sole officer and director will offer our securities to her personal friends and family in Italy and neighboring countries and relatives and friends there. We will not utilize advertising or make a general solicitation for our offering, but rather, Ms. Fiorin will personally and individually contact each investor. Ms. Fiorin has no experience in selling securities to investors. Ms. Fiorin will not purchase securities in this offering.

COMMON STOCK

The following is a summary of the material rights and restrictions associated with our common stock. The holders of our common stock currently have (i) equal ratable rights to dividends from funds legally available therefore, when, as and if declared by the Board of Directors of the Company; (ii) are entitled to share ratably in all of the assets of the Company available for distribution to holders of common stock upon liquidation, dissolution or winding up of the affairs of the Company (iii) do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights applicable thereto; and (iv) are entitled to one non-cumulative vote per share on all matters on which stock holders may vote. Please refer to the Company’s Articles of Incorporation, Bylaws and the applicable statutes of the State of Nevada for a more complete description of the rights and liabilities of holders of the Company’s securities.

26



PREFERRED STOCK


We do not have an authorized class of preferred stock.DISCLOSURE OF COMMISSION POSITION ON

INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

WARRANTS

We have not issued and do not have any outstanding warrants to purchase shares of our common stock.

OPTIONS

We have not issued and do not have any outstanding options to purchase shares of our common stock.

CONVERTIBLE SECURITIES

We have not issued and do not have any outstanding securities convertible into shares of our common stock or any rights convertible or exchangeable into shares of our common stock.

DIVIDEND POLICY

We have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future.

INDEMNIFICATION

Under our Articles of Incorporation and Bylaws of the corporation, we may indemnify an officer or director who is made a party to any proceeding, including a lawsuit, because of his position, if she acted in good faith and in a manner she reasonably believed to be in our best interest. We may advance expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceedingInsofar as to which she is to be indemnified, we must indemnify his against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada. Regarding indemnification for liabilities arising under the Securities Act of 1933, which may be permitted to directors, officers and controlling persons of the Company as provided in the foregoing provisions, or officers under Nevada law,otherwise, we are informedhave been advised that in the opinion of the Securities and Exchange Commission,SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.


INTERESTS OF NAMED EXPERTS AND COUNSEL

No expertIn the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or counsel namedpaid by a director, officer or controlling person of the Company in this prospectus as having preparedthe successful defense of any action, suit or certified any part of this Prospectusproceeding, is asserted by such director, officer or having given an opinion upon the validity ofcontrolling person in connection with the securities being registered, or upon other legal matterswe will, unless in connection with the registration or offeringopinion 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


None


25


MARKETFORCOMMONEQUITYANDRELATED

STOCKHOLDERMATTERS


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 common stock was employed on a contingency basis,Commission by members of management or had, or is to receive, in connection with the offering,other persons may have a substantial interest exceeding $90,000, directly or indirectly,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 brokers transactions; and the filing of a Notice of Sale on Form 144.


Holders

As of September 17, 2021, 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 its parents or subsidiaries. Nor was any such person connected with Soldino Group Corp or anyour common shares since inception.



EXPERTS


Our financial statements as of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

April 30, 2021 and 2020 appearing in this prospectus and in the registration statement have been audited by EXPERTSExelient PAC

AJ Robbins CPA, LLC our, an independent registered public accounting firm has audited our financial statementsand are included in this prospectusreliance upon such report given upon the authority of such firm as experts in accounting and registration statementauditing.



LEGALPROCEEDINGS


From time to time, we may become involved in various lawsuits and legal proceedings that may arise in the extentordinary course of business. However, litigation is subject to inherent uncertainties and foran 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


26


results. We are not aware of any legal proceedings or claims that will have, individually or in the periods set forth in their audit report. AJ Robbins CPA, LLC has presented its report with respect toaggregate, a material adverse effect on our auditedbusiness, financial statements.condition or operating results.



LEGALMATTERS


Law Offices of Booth Udall Fuller has opined on theThe validity of the shares of common stockshares being offered hereby with an office locatedwill be passed upon by J.M. Walker & Associates, Attorneys At Law, Centennial, Colorado.





30


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 1255 W. Rio Salado Parkway,30 N Gould St., Suite 215 Tempe, AZ 85281.22545, Sheridan, WY 82801 or call us at: (310) 266-3738.


AVAILABLE INFORMATIONOur fiscal year ends on April 30.


We have not previously been required to comply with the reporting requirements of the Securities Exchange Act. We have filed with the SEC a registration statement on Form S-1 to registerunder the Securities Act with the SEC for the securities offered by this prospectus.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 futureadditional information about us and theour securities, offered under this prospectus,we refer you may refer 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 exhibitscopy of the contract or document filed as a partan exhibit to the registration statement, and each statement is qualified in all respects by that reference.  Copies of the registration statement. In addition, afterthe effective datestatement 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 this prospectus, we will be required to file annual, quarterly and current reports, or other information with the SEC as providedat 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 Securities Exchange Act.SEC. You may read and copy any reports, statements or othercall the SEC at 1-800-SEC-0330 for further information we file aton the SEC’soperation of its public reference facilityrooms. Our filings, including the registration statement, will also be available to you on the Internet web site maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. Our SEC filings are availablehttp://www.sec.gov.


27






Yijia Group Corp.

Index to the public through the SEC Internet site at www.sec.gov.

27



CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSUREAudited Financial Statements


We have had no changes in or disagreements with our independent registered public accountant.Balance Sheets as of July 31, 2021 (Unaudited) and April

   30, 2021 (Audited)

FINANCIAL STATEMENTS29

Our fiscal year end is April 30. We will provide audited financial statements to our stockholders on an annual basis; the statements will be prepared by us and audited by AJ Robbins CPA, LLC.

The financial information presented is the audited financial statementsStatement of Operations for the period from Inception (January 25, 2017)Three Months ended

   July 31, 2021 and 2020 (Unaudited)

30

Statements of Changes in Stockholders Deficit for the

   Three Months ended July 31, 2021 and 2020 (Unaudited)

31

Statements of Cash Flows for the Three Months ended July

   31, 2021 and 2020 (Unaudited)

32

Notes to April 30, 2017.Financial Statements

33


Report of Independent Registered Public Accounting Firm

SOLDINO GROUP CORP38

FINANCIAL STATEMENTS

APRIL 30, 2017

SOLDINO GROUP CORP

TABLE OF CONTENTS

FROM JANUARY 25, 2017 (INCEPTION) TO APRIL 30, 2017

Report of Independent Registered Public Accounting Firm

F-1

Balance Sheet as of April 30, 2017

F-2

Statement of Operations from January 25, 2017 (Inception) to April 30, 2017

F-3

Statement of Changes in Stockholder’s Equity from January 25, 2017 (Inception) to April 30, 2017

F-4

Statement of Cash Flows from January 25, 2017 (Inception) to April 30, 2017

F-5

Notes to the Financial Statements

F-6 - F-10

28



AJ Robbins CPA, LLC
Certified Public Accountant

To the Board of Directors and

Stockholders of Soldino Group Corp

I have audited the accompanying balance sheet of Soldino Group Corp (the Company”)Balance Sheets as of April 30, 2017,2021 and the related statements2020 (Audited)

39

Statement of operations, changes in stockholder’s equity (deficit), and cash flowsOperations for the period from January 25, 2017 (inception)years ended April 30, 2021

   and 2020 (Audited)

40

Statement of Changes in Stockholders Deficit for the year

   ended April 30, 2021 and 2020 (Audited)

41

Statements of Cash Flows for the Three Months ended April   

 30, 2021 and 2020 (Audited)

42

Notes to DecemberFinancial Statements

43


28





32


YIJIA GROUP CORP.

CONDENSED BALANCE SHEETS

AS OF JULY 31, 2017. The Company’s management is responsible2021 AND APRIL 30, 2021

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




July 31, 2021
(Unaudited)

 

April 30, 2021
(Audited)

 

LIABILITIES AND STOCKHOLDERS DEFICIT

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

Other payable and accruals

$

32,107

 

$

28,563

 

Amount due to a related party

 

-

 

 

146,107

 

Total Current Liabilities

 

32,107

 

 

174,670

 

 

 

 

 

 

 

 

Total Liabilities

 

32,107

 

 

174,670

 

 

 

 

 

 

 

 

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

 

(96,802

)

 

(239,365

)

Total Stockholders Deficit

 

(32,107

)

 

(174,670

)

 

 

 

 

 

 

 

Total Liabilities and Stockholders Deficit

$

 

$

 


See accompanying notes, which are an integral part of these financial statements. My responsibility is to express an opinion on thesecondensed financial statements based on my audit.


29



YIJIA GROUP CORP.

CONDENSED STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED JULY 31, 2021 AND 2020

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

(Unaudited)


 

Three months ended
July 31, 2021

 

Three months ended
July 31, 2020

 

 

 

 

 

 

Revenues

$

 

$

 

 

 

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

 

 

General and Administrative Expenses

 

10,486

 

 

11,247

 

TOTAL OPERATING EXPENSES

 

(10,486

)

 

(11,247

)

 

 


 

 

 

 

Other income







Gain from forgiveness of debts


153,049



 








INCOME (LOSS) BEFORE INCOME TAX

 

142,563


 

(11,247

)

 

 

 

 

 

 

 

PROVISION FOR INCOME TAXES

 

 

 

 

 

 

 

 

 

 

 

NET INCOME (LOSS)

$

142,563


$

(11,247

)

 

 


 

 

 

 

NET INCOME (LOSS) PER SHARE - BASIC AND DILUTED

$

0.02


$

(0.00

)

 

 

 

 

 

 

 

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING -  BASIC AND DILUTED

 

5,871,250

 

 

5,871,250

 


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


30


YIJIA GROUP CORP.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS DEFICIT

FOR THE THREE MONTHS ENDED JULY 31, 2021 AND 2020

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

(Unaudited)

 

I conducted my audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor was I engaged to perform, an audit of its internal control over financial reporting. My audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, I express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audit provides a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Soldino Group Corp as of April 30, 2017, and the results of their operations and their cash flows for the period then ended, in conformity with accounting principles generally accepted in the United States of America. 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 2 to the financial statements, the Company has no revenues from January 25, 2017 (inception) through April 30, 2017.  The Company currently has losses and has not completed its efforts to establish a stabilized source of revenue sufficient to cover operating costs over an extended period of time. These factors, among others, raise substantial doubt about the Company’s 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. My opinion is not modified with respect to this matter.

 

Denver, Colorado

May 31, 2017

aj@ajrobbins.com

3773 Cherry Creek North Drive, Suite 575 East, Denver, Colorado 80209

(B)303-331-6190   (M)720-339-5566   (F)303-845-9078

29



F-1

SOLDINO GROUP CORP

BALANCE SHEET

APRIL 30, 2017

ASSETS

 

 

Current Assets

 

 

Cash and cash equivalents

$

205

Prepaid expenses

 

870

Inventory

 

4,489

Total Current Assets

 

5,564

 

 

Fixed Assets

 

 

Equipment,less accumulated depreciation $40

 

2,361

Total Fixed Assets

 

2,361

 

 

 

Total Assets

$

7,925

 

 

 

LIABILITIES AND STOCKHOLDER’S EQUITY (DEFICIT)

 

 

Liabilities

 

 

Current Liabilities

 

 

   Customer Deposits

$

6,000

   Related Party Loans

 

5,600

Total Current Liabilities

 

11,600

 

 

 

Total Liabilities

 

11,600

Commitments and Contingencies

 

-

Stockholder’s Equity(Deficit)

 

 

Common stock, par value $0.001; 75,000,000 shares authorized, 3,500,000 shares issued and outstanding

 

3,500

Additional paid in capital

 

-

Accumulated deficit

 

(7,175

)

Total Stockholder’s Equity(Deficit)

 

(3,675

)

 

 

 

Total Liabilities and Stockholder’s Equity (Deficit)

$

7,925

 

Common Stock

 

Additional

Paid-in

 

Accumulated

 

Total
Stockholders

 

 

Shares

 

 

Amount

 

Capital

 

Deficit

 

Deficit

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, May 1, 2020 (Audited)

 

5,871,250

 

 

$

5,871

 

$

58,824

 

$

(187,271

)

$

(122,576

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the period

 

 

 

 

 

 

 

 

(11,247

)

 

(11,247

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, July 31, 2020

 

5,871,250

 

 

$

5,871

 

$

58,824

 

$

(198,518

)

$

(133,823

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, May 1, 2021 (Audited)

 

5,871,250

 

 

$

5,871

 

$

58,824

 

$

(239,365

)

$

(174,670

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income for the period

 

 

 

 

 

 

 

 

142,563


 

142,563


 

 

 

 

 

 

 

 

 

 

 

 


 

 


 

Balance, July 31, 2021

 

5,871,250

 

 

$

5,871

 

$

58,824

 

$

(96,802)


$

(32,107

)

 

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


F-231

30



SOLDINOYIJIA GROUP CORPCORP.

STATEMENTCONDENSED STATEMENTS OF OPERATIONSCASH FLOWS

FROM JANUARY 25, 2017 (INCEPTION) TO APRIL 30, 2017FOR THE THREE MONTHS ENDED JULY 31, 2021 AND 2020

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

 

 

 

 

 

 

OPERATING EXPENSES

 

 

 

General and Administrative Expenses

$

7,175

 

TOTAL OPERATING EXPENSES

 

(7,175

)

 

 

 

 

 

NET LOSS FROM OPERATIONS

 

(7,175

)

 

 

 

 

 

PROVISION FOR INCOME TAXES

 

-

 

 

 

 

 

NET LOSS

$

(7,175

)

 

 

 

 

 

NET LOSS PER SHARE: BASIC AND DILUTED

 

$

(0.00

)

 

 

 

 

 

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED

 

3,500,000

 

 

 

 

     

(Unaudited)


 

Three months ended
July 31, 2021

 

Three months ended
July 31, 2020

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

Net income (loss)

$

142,563


$

(11,247

)

Adjustment for non-cash income and expenses:







Gain from forgiveness of related party debt


(153,049

)


-


Changes in operating assets and liabilities:

 


 

 

 

 

Increase in other payable and accruals

 

3,544

 

 

11,247

 

NET CASH USED IN OPERATING ACTIVITIES

 

(6,942

 


 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

Proceed from a related party

 

6,942

 

 

 

NET CASH PROVIDED BY FINANCING ACTIVITIES

 

6,942

 

 

 

 

 

 

 

 

 

 

NET CHANGE IN CASH AND CASH EQUIVALENTS FOR THE PERIOD

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents, beginning of period

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents, end of period

$

 

$

 

 

 

 

 

 

 

 

SUPPLEMENTAL CASH FLOW INFORMATION:

 

 

 

 

 

 

Interest paid

$

 

$

 

Income taxes paid

$

 

$

 


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


F-332

31



SOLDINOYIJIA GROUP CORPCORP.

STATEMENT OF CHANGES IN STOCKHOLDER’S EQUITY (DEFICIT)

FROM JANUARY 25, 2017 (INCEPTION) TO APRIL 30, 2017

 

Common Stock

 

 

Additional Paid-in

Accumulated Deficit

Total Stockholders’

 

Shares

Amount

Capital

 

Equity (Deficit)

 

 

 

 

 

 

Inception, January 25, 2017

-

$

-

$

-

$

-

$

-

 

 

 

 

 

 

Shares issued for cash

3,500,000

3,500

-

-

3,500

 

 

 

 

 

 

Net loss for the period ended    April 30, 2017

-

-

-

(7,175

)

(7,175

)

 

 

 

 

 

 

Balance, April 30, 2017

3,500,000

$

3,500

$

-

$

(7,175

)

$

(3,675

)

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

F-4

32



SOLDINO GROUP CORP

STATEMENT OF CASH FLOWS

FROM JANUARY 25, 2017 (INCEPTION) TO APRIL 30, 2017

 

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

Net loss for the period

$

(7,175

)

Adjustments to reconcile net loss to net cash (used in) operating activities:

 

Increase in Prepaid expenses

(870

)

Increase in Inventory

(4,489

)

Increase in Customer deposits

6,000

Depreciation

40

CASH FLOWS USED IN OPERATING ACTIVITIES

(6,494

)

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

Equipment

(2,401

)

CASH FLOWS PROVIDED BY INVESTING ACTIVITIES

(2,401

)

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

Related Party Loans

5,600

Proceeds from sale of common stock

3,500

CASH FLOWS PROVIDED BY FINANCING ACTIVITIES

9,100

 

 

NET INCREASE IN CASH

205

 

 

Cash, beginning of period

-

 

 

Cash, end of period

$

205

 

 

SUPPLEMENTAL CASH FLOW INFORMATION:

 

Interest paid

$

-

Income taxes paid

$

-

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

F-5

33



SOLDINO GROUP CORP

NOTES TO THE CONENSED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED JULY 31, 2021

(UNAUDITED)


APRIL 30, 2017

Note 1 BASIS OF PRESENTATION


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


In the opinion of management, the condensed balance sheet as of April 30, 2021 which has been derived from audited financial statements and these unaudited condensed financial statements reflect all normal and considered necessary to state fairly the results for the periods presented. The results for the period ended July 31, 2021 are not necessarily indicative of the results to be expected for the entire fiscal year ending April 30, 2021 or for any future period.


These unaudited condensed financial statements and notes thereto should be read in conjunction with the Managements Discussion and the audited financial statements and notes thereto included in the Annual Report on Form 10-K for the year ended April 30, 2021.


Note 2 ORGANIZATION AND NATURE OF BUSINESS


SoldinoYijia Group Corp  (“Corp. (the Company”Company, “we”we, “us”us or “our”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 baseda shell company. On November 15, 2018, the Company changed its name to Yijia Group Corp.


On October 31, 2018, Aurora Fiorin resigned as the President, Treasurer, Secretary and Director of the Company. Ms. Fiorins resignation as President, Treasurer and Secretary was effective immediately. Ms. Fiorins resignation as a Director was effective ten (10) days following the filing by the Company of the Information Statement on Schedule 14f-1 with the United States Securities and Exchange Commission (the SEC). Prior to Ms. Fiorins, resignation, she appointed Ms. Shaoyin Wu as the new President and Chief Executive Officer of the Company and Mr. Kim Lee Poh as the Companys new Chief Financial Officer and Secretary. Ms. Wu and Mr. Poh were appointed as new board members of the Company, along with Mr. Jian Yang.


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. Sytners personal funds resulting in Italya 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 produces logo designoutstanding common shares of the Company.


Also, on July 28, 2021, Shaoyin Wu, Kim Lee Poh and application servicesJian 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. 


33


YIJIA GROUP CORP.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED JULY 31, 2021

(UNAUDITED)


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 work apparel. The Company orders basic work wear sets from its supplieran initial three month period.  Unless terminated in China and applies a logo on these items with sewing equipment. The logo can be also appliedwriting prior to towels and related items, as per the clients’ request. The serviceend of sewing work wear, such as cooks’ hats and apronsthe period, the consulting agreement are also available to our future clients.renewable for successive three month periods.


Note 2 3 GOING CONCERN


The accompanying condensed financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. However, the Company had no revenues from January 25, 2017 (inception) through April 30, 2017.  The Company currently has losses and has not completed its efforts to establish a stabilized sourcesuffered from an accumulated deficit of revenue sufficient to cover operating costs over an extended period of time. $96,802 at July 31, 2021.


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


In light of management’smanagements 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 4 SUMMARY OF SIGNIFCANTSIGNIFICANT 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 yearend is April 30.

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 the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.


Cash and CashEquivalents

TheCompanyconsidersallhighlyliquidinvestmentswiththeoriginalmaturitiesofthreemonthsorlesstobe cashequivalents. The Company had $205 of cash as of April 30, 2017.

Prepaid Expenses

Prepaid Expenses consist of $870 in prepaid rent as of April 30, 2017.

Inventories

Inventories are stated at the lower of cost or market. Cost is principally determined using the first-in, first out (FIFO) method. The Company had $4,489 inventory as of April 30, 2017.

Depreciation, Amortization, and Capitalization

The Company records depreciation and amortization when appropriate using straight-line method over the estimated useful life of the assets. We estimate that the useful life of equipment is 5 years. Expenditures for maintenance and repairs are charged to expense as incurred. Additions, major renewals and replacements that increase the property's useful life are capitalized. Property sold or retired, together with the related accumulated depreciation is removed from the appropriate accounts and the resultant gain or loss is included in net income.  

F-6

34



SOLDINO GROUP CORP

NOTES TO THE FINANCIAL STATEMENTS

APRIL 30, 2017

Accounts Payable

Accounts Payable discloses a liability to a creditor, carried on open account, usually for purchases of goods and services. The Company had no accounts payable as of April 30, 2017.

Fair Value of Financial Instruments

ASAccounting 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 prioritizesorganizes 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:

Defineddefined as observable inputs such as quoted prices in active markets;

Level 2:

Defineddefined as inputs other than quoted prices in active markets that are either directly or indirectly observable;

Level 3:

Defineddefined 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’sCompanys loan from shareholdershareholders approximates its fair value due to their short-term maturity.


34


YIJIA GROUP CORP.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED JULY 31, 2021

(UNAUDITED)


Income Taxes

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

 

Uncertain tax positions

The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the ASC 740 provisions of Section 740-10-25 for the three months ended July 31, 2021 and 2020.

Revenue Recognition

The Company recognizes revenue in accordance with Accounting Standards Codification No. 605, “Revenue Recognition” ("ASC-605"Revenue Recognition (ASC-605), ASC-605 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company will defer any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required. Since inception to April 30, 2017,No revenue was generated for the Company has generated no revenue.three months ended July 31, 2021 and 2020.


Basic Income (Loss)Net Loss Per Share

The Company computes income (loss)net loss per share in accordance with FASB ASC 260 “EarningsEarnings per Share”Share. Basic loss per share is computed by dividing net income (loss)loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted income (loss)loss per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. For the period from January 25, 2017 (inception) through April 30, 2017As of July 31, 2021, there were no potentially dilutive debt or equity instruments issued or outstanding.


Currencies

The Companys reporting and functional currencies are both the U.S. dollar. Foreign currency transaction gains and losses are included in other income (expense) but are negligible.


Comprehensive Income

Comprehensive income is defined as all changes in stockholders’ equity (deficit),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. For the period from January 25, 2017 (inception) throughAs of July 31, 2021 and April 30, 20172021, there were no differences between our comprehensive loss and net loss.


F-7

35



SOLDINO GROUP CORPRelated 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.


Reclassification

Certain reclassifications have been made to the financial statements for the prior year periods to present that information on a basis consistent with the current period.


35

YIJIA GROUP CORP.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

APRIL 30, 2017FOR THE THREE MONTHS ENDED JULY 31, 2021

(UNAUDITED)


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).

Stock-Based Compensation

Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718.  To date, the Company has not adopted a stock option plan and has not granted any stock options.

Recent Accounting Pronouncements

We have reviewed all the recently issued, but not yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the Company.

 

In MarchJune 2016, the FASB issued ASU No. 2016-13, Financial Accounting Standards Board (“FASB”Instruments Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASU 2016-13) issued Accounting Standards Update (“ASU”) No. 2016-09, Compensation – Stock Compensation (Topic 718): Improvementswhich replaces the incurred loss impairment methodology in current generally accepted accounting principles U.S. GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to Employee Share-Based Payment Accounting. This guidance changes how companies account for certain aspects of share-based payments to employees. Among other things, under theinform credit loss estimates. The new guidance companies will no longer record excess tax benefits and certain tax deficiencies in additional paid-in-capital (“APIC”), but will instead record such items as income tax expense or benefit in the income statement, and APIC pools will be eliminated. Companies will apply this guidance prospectively. Another component of the new guidance allows companies to make an accounting policy election for the impact of forfeitures on the recognition of expense for share-based payment awards, whereby forfeitures can be estimated, as required today, or recognized when they occur. If elected, the change to recognize forfeitures when they occur needs to be adopted using a modified retrospective approach. The amendment is effective for public entities for fiscal years beginning after December 15, 2016. Early adoption is permitted.2022. The Company is currently evaluating the impact of this guidance,effect, if any, the update will have on its financial statements and related disclosures.when adopted in Fiscal 2023.

 

In February 2016,December 2020, the FASB issued ASU 2016-02, LeasesNo. 2020-12, Income Taxes (Topic 842), which issued new guidance related740) Simplifying the Accounting for Income Taxes (ASU 2020-12). ASU 2020-12, among other things, (a) eliminates the exception to leasesthe incremental approach for intra-period tax allocation when there is a loss from continuing operations and income (or a gain) from other items, (b) eliminates the exception to the general methodology for calculating income taxes in an interim period when the year-to-date loss exceeds the anticipated loss for the year, (c) requires than an entity recognize a franchise tax (or a similar tax) that outlinesis partially based on income as an income-based tax and account for any incremental amount incurred as a comprehensive lease accounting modelnon-income-based tax, and supersedes(d) requires than an entity reflect the current lease guidance. The new guidance requires lessees to recognize lease liabilities and corresponding right-of-use assetseffect of an enacted change in tax laws or rates in the annual effective tax rate computation for all leases with lease terms of greater than 12 months. It also changes the definition of a lease and expandsinterim period that includes the disclosure requirements of lease arrangements. The new guidance must be adopted using the modified retrospective approach and will beenactment date. For public companies, these amendments are effective for the public entities forfiscal years, and interim periods within those fiscal years, beginning after December 15, 2018.2021. Early adoption is permitted.permitted but must involve the adoption of all amendments contained in ASU 2020-12 concurrently. The Company has not adopted ASU 2020-12 and is currently evaluating the potential impact of this guidance, if any,adoption on its financial statements and related disclosures.statements.


Note 5 AMOUNT DUE TO A RELATED PARTY

 

InFor the three months ended July 2015, the FASB issued ASU No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory. The guidance requires an entity to measure inventory at the lower of cost or net realizable value, which is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation, rather than the lower of cost or market in the previous guidance. This amendment applies to inventory that is measured using first-in, first-out (FIFO). This amendment is effective for public entities for fiscal years beginning after December 15, 2016, including interim periods within those years. A reporting entity should apply the amendments prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. The Company is currently evaluating the impact of this guidance, if any, on its financial statements and related disclosures.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which requires an entity to recognize31, 2021, the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASU 2014-09 will replace most existing revenue recognition guidance in U.S. generally accepted accounting principles when it becomes effective. In July 2015, the FASB deferred the effective date$153,049 was forgiven by a related party of the standard by an additional year; however, it provided companies the option to adopt one year earlier, commensurate with the original effective date. The amendment is effective for public entities for fiscal years beginning after December 15, 2016. The Company is currently evaluating this standard and has not yet selected a transition method or the effective date on which it plans to adopt the standard, nor has it determined the effect of the standard on its financial statements and related disclosures.

F-8

36



SOLDINO GROUP CORP

NOTES TO THE FINANCIAL STATEMENTS

APRIL 30, 2017

Note 4 –LOAN FROM DIRECTOR

During the period from January 25, 2017 (inception) through April 30, 2017, our sole director has loaned to the Company $5,600. This loan is unsecured, non-interest bearing and due on demand. Under the Loan agreement President has agreed to loan the Company needed funds, in the amount up to $65,000.

The balance due to the director was $5,600 as of April 30, 2017.Company.

 

Note 5 6 COMMON STOCK

 

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.

There were 3,500,0005,871,250 shares of common stock issued and outstanding as of July 31, 2021 and April 30, 2017.2021.

Note 6 7 COMMITMENTS AND CONTINGENCIES

 

TheAs of July 31, 2021, the Company has entered into a two years rental agreement for a $290 monthly fee, starting on March 1, 2017. Minimum lease payments under this agreement are $3,480 in fiscal year 2018 and fiscal year 2019.no material commitments or contingencies.

Note 7 8 INTEREST AND PENALTIES

 

The Company includes interest and penalties arising from the underpayment of income taxes in the consolidated statements of operations in the provision for income taxes. As of July 31, 2021 and April 30, 2017,2021, the Company had no accrued interest or penalties related to uncertain tax positions.


Note 8 9 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. As


36


YIJIA GROUP CORP.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED JULY 31, 2021

(UNAUDITED)


The Company has no tax position on July 31, 2021, for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of April 30, 2017such deductibility. The Company does not recognize interest accrued related to unrecognized tax benefits in interest expenses 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 on July 31, 2021. The Companys utilization of any net operating loss carry forwards of approximately $7,175 thatforward may be available to reduce future years’ taxable income in varying amounts through 2037. Future tax benefits which may ariseunlikely as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.its intended activities.


The valuation allowance at April 30, 2017on July 31, 2021 was approximately $2,440.$20,328. The net change in valuation allowance during the three months ended July 31, 2021 was $29,939. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some or all of the deferred income tax assets will not be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred income tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on consideration of these items, management has determined that enough uncertainty exists relative to the realization of the deferred income tax asset balances to warrant the application of a full valuation allowance as of July 31, 2021 and 2020. All tax years since inception remain open for examination only by taxing authorities of United States and State of Nevada.


The Company has a net operating loss carryforward for tax purposes totaling $96,802 as of July 31, 2021, expiring in 2041. There is a limitation on the amount of taxable income that can be offset by carryforwards after a change in control (generally greater than a 50% change in ownership). Temporary differences, which give rise to a net deferred tax asset, are as follows:



As of
July 31, 2021
(Unaudited)


As of
April 30, 2021
(Audited)


Non-current deferred tax assets:






 

Net operating loss carryforwards


$(96,802)

)

$

$(239,365)








 

Total deferred tax assets


(20,328)

)


(50,267)


Valuation allowance


20,328



50,267

 

Net deferred tax assets


$           


$

$            

 


The actual tax benefit at the expected rate of 21% differs from the expected tax benefit for the three months ended July 31, 2021 as follows:



 

Three months ended
July 31, 2021
(Unaudited)

 

 

Three months ended
July 31, 2020
(Unaudited)

 

Computed "expected" tax benefit

 

$

(20,328

)

 

$

(50,267

)

Change in valuation allowance

 

 

20,328

 

 

 

50,267

 

Actual tax benefit

 

$

 

 

$

 


37


Note 10 SUBSEQUENT EVENTS


In accordance with ASC Topic 855, Subsequent Events the Company has analyzed its operations subsequent to July 31, 2021 to the date these financial statements were available to be issued, August 20, 2021, and has determined that it does not have any material subsequent events to disclose in these financial statements.


38



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and

Stockholders of Yijia Group Corp.


Opinion on the Financial Statements


We have audited the accompanying balance sheet of Yijia Group Corp. (the Company) as of April 30, 2021 and 2020, and the related statements of operations, of changes in stockholders deficit, and  of cash flows for the years ended April 30, 2021 and 2020, including  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, 2021 and 2020, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.


Consideration of the Companys 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 has suffered recurring losses from operations and has a net capital deficiency that 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 Companys management. Our responsibility is to express an opinion on the Companys 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 of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits 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 Companys 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/Exelient PAC

Exelient PAC


We have served as the Companys auditor since 2019.


Singapore

June 30, 2021


39

YIJIA GROUP CORP.

BALANCE SHEETS

AS OF APRIL 30, 2021 AND APRIL 30, 2020


 

April 30, 2021

 

April 30, 2020

 

ASSETS

 

 

 

 

Current Assets

 

 

 

 

Cash and cash equivalents

$

 

$

 

Total Current Assets

 

 

 

 

 

 

 

 

 

 

 

Total Assets

$

 

$

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS DEFICIT

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

Accruals and other payable

$

28,563

 

$

18,755

 

Amount due to a related party

 

146,107

 

 

103,821

 

Total Current Liabilities

 

174,670

 

 

122,576

 

 

 

 

 

 

 

 

Total Liabilities

 

174,670

 

 

122,576

 

 

 

 

 

 

 

 

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

 

(239,365

)

 

(187,271

)

Total Stockholders Deficit

 

(174,670

)

 

(122,576

)

 

 

 

 

 

 

 

Total Liabilities and Stockholders Deficit

$

 

$

 



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


40


YIJIA GROUP CORP.

STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED APRIL 30, 2021 AND 2020


Year Ended

Year Ended

April 30, 2021

April 30, 2020


REVENUES

$           

$           

OPERATING EXPENSES

General and Administrative Expenses

    52,094

    72,334

TOTAL OPERATING EXPENSES

   (52,094)

   (72,334)

LOSS BEFORE INCOME TAX

(52,094)

(72,334)

PROVISION FOR INCOME TAXES

NET LOSS

$(52,094)

$(72,334)

NET LOSS PER SHARE

   - BASIC AND DILUTED

$    (0.00)

$    (0.00)

WEIGHTED AVERAGE NUMBER OF SHARES

   OUTSTANDING - BASIC AND DILUTED

5,871,250

5,871,250


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


41


YIJIA GROUP CORP.

STATEMENTS OF CHANGES IN STOCKHOLDERS DEFICIT

FOR THE YEARS ENDED APRIL 30, 2021 AND 2020


 

 

Common Stock

 

 

Additional Paid-in

 

 

Accumulated

 

 

Total
Stockholders

 

 

 

Shares

 

 

 

Amount

 

 

Capital

 

 

Deficit

 

 

Deficit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, May 1, 2019

 

5,871,250

 

 

$

5,871

 

$

58,824

 

$

(114,937

$

(50,242

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the year

 

 

 

 

 

 

 

 

(72,334

)

 

(72,334

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, April 30, 2020

 

5,871,250

 

 

$

5,871

 

$

58,824

 

$

(187,271

$

(122,576

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the year

 

 

 

 

 

 

 

 

(52,094

)

 

(52,094

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, April 30, 2021

 

5,871,250

 

 

$

5,871

 

$

58,824

 

$

(239,365

$

(174,670


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


42



YIJIA GROUP CORP.

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED APRIL 30, 2021 AND 2020


Year Ended

Year Ended

April 30, 2021

April 30, 2020

CASH FLOWS FROM OPERATING ACTIVITIES

   Net loss

$   (52,094)

$   (72,334)


Changes in operating assets and liabilities

   Accruals and Other payable

        9,808

      18,755


CASH FLOWS USED IN OPERATING ACTIVITIES

(42,286)

(53,579)


CASH FLOWS FROM FINANCING ACTIVITIES

   Proceeds from a related party

      42,286

      53,579


CASH FLOWS PROVIDED BY FINANCING ACTIVITIES

      42,286

      53,579


NET DECREASE IN CASH AND CASH EQUIVALENTS

                -

                -


Cash and cash equivalents, beginning of year

                -

                -


Cash and cash equivalents, end of year

$              -

$              -


SUPPLEMENTAL CASH FLOW INFORMATION:

   Interest paid

$              -

$              -

   Interest taxes paid

$              -

$              -


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


43


YIJIA GROUP CORP.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEARS ENDED APRIL 30, 2021 AND 2020


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 filed a Certificate of Amendment to the Articles of Incorporation with Nevadas Secretary of State to change its name to Yijia Group Corp.


On October 31, 2018, Aurora Fiorin resigned as the President, Treasurer, Secretary and Director of the Company. Ms. Fiorins resignation as President, Treasurer and Secretary was effective immediately. Ms. Fiorins resignation as a Director was effective ten (10) days following the filing by the Company of the Information Statement on Schedule 14f-1 with the United States Securities and Exchange Commission (the SEC). Prior to Ms. Fiorins resignation, she appointed Ms. Shaoyin Wu as the new President and Chief Executive Officer of the Company and Mr. Kim Lee Poh as the Companys new Chief Financial Officer and Secretary. Messrs. Wu and Poh were appointed as new board members of the Company together with Mr. Jian Yang.


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 $52,094 for the year ended April 30, 20172021 and an accumulated deficit of $239,365.


Therefore, there is substantial doubt about the Companys 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 managements 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 Companys fiscal year is April 30.


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.


44


YIJIA GROUP CORP.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEARS ENDED APRIL 30, 2021 AND 2020


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 Companys 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, 2021 and 2020.


Revenue Recognition

The Company recognizes revenue in accordance with ASC No. 605, Revenue Recognition (ASC-605). ASC-605 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company will defer any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required. For the years ended April 30, 2021 and 2020, no revenues were generated.


Net Loss Per Share

The Company computes net loss per share in accordance with FASB ASC 260 Earnings per Share. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. As of April 30, 2021 and 2020, there were no potentially dilutive debt or equity instruments issued or outstanding.


Currencies

The Companys 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.


45


YIJIA GROUP CORP.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEARS ENDED APRIL 30, 2021 AND 2020


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, 2021 and 2020, there were no differences between our comprehensive loss and net loss.


Stock-Based Compensation

Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. The amendments in Update expand the scope of Topic 718 to include share based payment transactions for acquiring goods and services from nonemployees. An entity should apply the requirements of Topic 718 to nonemployee awards except for specific guidance on inputs to an option pricing model and the attribution of cost (that is, the period of time over which share-based payment awards vest and the pattern of cost recognition over that period). The amendments specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantors own operations by issuing share-based payment awards. The amendments also clarify that Topic 718 does not apply to share-based payments used to effectively provide (1) financing to the issuer or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under Topic 606, Revenue from Contracts with Customers. To date, the Company has not adopted a stock option plan and has not granted any stock options.


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.


Reclassification

Certain reclassifications have been made to the financial statements for the prior year periods to present that information on a basis consistent with the current period.


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 Equitys Own Entity. The guidance simplifies the current guidance for convertible instruments and the derivatives scope exception for contracts in an entitys 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 will be effective beginning in the first quarter of the Companys fiscal year 2022. 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.


46


YIJIA GROUP CORP.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEARS ENDED APRIL 30, 2021 AND 2020


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, 2022. 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 Companys 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 Companys financial statements as of and for the year ended April 30, 2021.


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 issuers 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, 2021 and 2020, there were 5,871,250 shares of common stock issued and outstanding.


Note 5 COMMITMENTS AND CONTINGENCIES


As of April 30, 2021 and 2020, 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.


47


YIJIA GROUP CORP.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEARS ENDED APRIL 30, 2021 AND 2020


The Company has no tax position at April 30, 2021 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, 2021 and 2020. The Companys utilization of any net operating loss carry forward may be unlikely as a result of its intended activities.


The valuation allowance at April 30, 2021 and 2020 was $2,440.$50,267 and $39,327. The net change in valuation allowance during the years ended April 30, 2021 and 2020 was $10,940 and $15,191. 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, 2017.2021 and 2020. All tax years since inception remains open for examination only by taxing authorities.authorities of US Federal and state of Nevada.


F-9

37



SOLDINO GROUP CORP

NOTES TO THE FINANCIAL STATEMENTS

APRIL 30, 2017

For the period from January 25, 2017 (inception) toThe Company has a net operating loss carryforward for tax purposes totaling $239,365 and $187,271 at April 30, 20172021 and 2020, expiring through 2041. There is a limitation on the provision for Federalamount 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 consistsasset, are as follows:


As of the following: 

As of

Non-current deferred tax assets:

 

 

 

Net operating loss carry forward

$

(7,175

)

Total deferred tax assets

 

(2,440

)

Valuation allowance

$

2,440

 

Net deferred tax assets

$

-

 

April 30, 2021

April 30, 2020

Non-current deferred tax assets:


Net operating loss carryforward

$(239,365)

$(187,271)


Total deferred tax assets

(50,267)

(39,327)

Valuation allowance

     50,267

     39,327

Net deferred tax assets

$            

$            

 

The actual tax benefit at the expected rate of 34%21% differs from the expected tax benefit for the period from January 25, 2017 (inception) toyears ended April 30, 20172021 and 2020 as follows:

Computed “expected” tax expense (benefit)

 

$

(2,440)

Change in valuation allowance

$

2,440

Actual tax expense(benefit)

$

-


 

Year ended
April 30, 2021

 

Year ended
April 30, 2020

Computed "expected" tax benefit

$

(50,267)

 

$

(39,327)

Change in valuation allowance

 

50,267

 

 

39,327

Actual tax benefit

$

 

$


Note 7 Note 9 SUBSEQUENT EVENTSRELATED 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.


48


YIJIA GROUP CORP.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEARS ENDED APRIL 30, 2021 AND 2020


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 SFAS 165 (ASC 855-10)ASC Topic 855, Subsequent Events the Companyhas analyzed its operations subsequent to April 30, 20172021 to the date these financial statements were available to be issued, May 31, 2017,June 30, 2021, and has determined that it does not have any material subsequent events to disclose in these financial statements.


F-1049






805,000 common shares to be offered for resale by Selling Stockholders


Prospectus


YIJIA GROUP CORP.

September 17, 2021



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.


38



PROSPECTUS

4,500,000 SHARES OF COMMON STOCK

Soldino Group Corp

Dealer Prospectus Delivery Obligation Until

_________________________ ______, 2017, ____________, 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’dealers obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.


50




34


39



PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS


ITEMItem 13.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

Other Expenses of Issuance and Distribution

The following table sets forth the estimated costs (assuming all shares are sold)expenses to be incurred in connection with the distribution of this offering are as follows:the securities being registered.


We shall pay the following estimated expenses.


SEC Registration Fee

$       12.30

Printing Expenses

      500.00

SEC Registration Fee 

Legal Fees and Expenses

  17,000.00

Accounting Fees and Expenses

5,000.00

Miscellaneous

       750.00

TOTAL

$23,262.30

10.43

Auditors Fees and Expenses

5,000.00

Legal Fees and Expenses 

1,500.00

EDGAR fees

1,500.00

Transfer Agent Fees 

1,000.00

TOTAL

9,010.43

(1) All amounts are estimates, other than the SEC’s registration fee.


ITEMItem 14.  INDEMNIFICATION OF DIRECTOR AND OFFICERIndemnification of Directors and Officers

Soldino Group Corp’s Bylaws allow forWe shall indemnify any officer or director or any former officer or director, to the indemnification of thefull extent permitted by law.  We shall indemnify any officer and/or director in regardsconnection with any proceedings, including appeals, if he or she acted in good faith and in a manner he or she reasonably believed to each such person carrying out the duties ofbe in our best interests and they had no reasonable cause to believe that his or her office.conduct was unlawful.  The Boardtermination of Directors will make determination regardingany 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 the director, officerany threatened litigation or employee as is proper under the circumstances if she has met the applicable standard of conduct set forth under the Nevada Revised Statutes.preceding that may result in a claim for indemnification.


AsWe do not have any insurance policies covering our officers and directors with respect to indemnification forcertain liabilities, including liabilities arising under the Securities Act of 1933, as amended, for a director, officer and/or person controlling Soldino Group Corp, we have been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy and unenforceable.otherwise.


ITEMItem 15.  RECENT SALES OF UNREGISTERED SECURITIESRecent Sales of Unregistered Securities


Since inception,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 Registrant has soldForm S-1 filed on June 14, 2017

3.2

Bylaws incorporated by reference to the following securities that were not registered under the Securities ActForm S-1 filed on June 14, 2017

5.1

Consent and Opinion of 1933, as amended.

     

Name and Address 

Date 

Shares 

  

Consideration 

Aurora Fiorin

February 21, 2017

3,500,000

               3,500 

We issued the foregoing restricted shares of common stock to our sole officer and director pursuant to Section 4(2)J.M. Walker & Associates regarding legality of the Securities Actsecurities being registered

11

Statement of 1933. She is a sophisticated investor, is our sole officer and director, and isComputation of Per Share Earnings This Computation appears in possessionthe Financial Statements

23.1

Consent of all material information relating to us. Further, no commissions were paid to anyone in connection with the sale of the shares and general solicitation was not made to anyone.Exelient PAC


ITEM 16. EXHIBITS

Exhibit

Number

Description of Exhibit

3.1

Articles of Incorporation of the Registrant

3.2

Bylaws of the Registrant

5.1

Opinion of Booth Udall Fuller

10.1

10.2

10.3

10.4

10.5

10.6

Verbal Agreement

Lease Agreement

Equipment Purchase Agreement with Yiw Hon Impt & Exprt Co., Ltd.

Sales Distribution Agreement with Miliu Wear Garment Co., Ltd.

Sales Agreement with Andrea Dini Massimo E C. Srl, March 11, 2017

Sales Agreement with Al Bacio Cri S.r.l., March 27, 2017

23.1

23.2

99.1

Consent of AJ Robbins CPA LLC

Consent of Booth Udall Fuller (Contained in Exhibit 5.1)

Form of Subscription




40



ITEMItem 17.  UNDERTAKINGSUndertakings

(a) The undersigned Registrantregistrant hereby undertakes:


(a)(1) To file, during any period in which offers or sales of securities are being made, a post-effective amendment to this registration statement to:statement:


        

(i)          Includei. To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;


(ii)51


        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 100(b) (§230.100(b) of this chapter)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 “CalculationCalculation of Registration Fee”Fee table in the effective registration statement.

(iii)

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;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, therein, and the offering of such securities at that time shall be deemed to be the initial bona fideBONA 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.


(4)  (5) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:


(i) (ii)

If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 100(b)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.


(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: (i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 100; (ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; (iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or our securities provided by or on behalf of the undersigned registrant; and (iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.



Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act”) may be permitted to our directors, officers and controlling persons pursuant to the provisions above, 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.36


In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by our directors, officers, or controlling persons in the successful defense of any action, suitor proceeding, is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act, and we will be governed by the final adjudication of such issue.

41



SIGNATURES

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 Italythe City of Sheridan, State of Wyoming, on June 14, 2017.October 12, 2021.


Yijia Group Corp.


By: /s/Barry Sytner

       Barry Sytner

Soldino Group Corp

By:

/s/

Aurora Fiorin

Name:

Aurora Fiorin

Title:

President, Treasurer, Secretary and Director

(Principal Executive, Financial and Accounting Officer)

       Chief Executive Officer

In accordance with

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 stated signed this registration statement.indicated.


Signature

Title

Date

/s/ Aurora Fiorin

President, Treasurer, Secretary and Director

(Principal Executive, Financial and Accounting Officer) 

June 14, 2017

/s/ Barry Sytner

October 12, 2021

Barry Sytner

Chief Executive Officer, Chief Financial Officer,

Controller and Director

42


52