UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, ~~2021~~2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to ______________

Commission file number: 333-206450

AJIA INNOGROUP HOLDINGS, LTD

(Name of registrant in its charter)

Nevada

82-1063313

(State or jurisdiction of

incorporation or organization)

(IRS Employer

Identification No.)

187 E. Warm Springs Road, Suite B307

Las Vegas, Nevada 89119

(Address of principal executive offices)

Phone: (702) 362-2677

(~~Registrant’s~~Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of ~~“accelerated~~"accelerated filer and large accelerated ~~filer”~~filer" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated ~~filer~~Filer	☐	Smaller reporting company	☒
		Emerging growth company	☒

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

As of May ~~12, 2021,~~20, 2022, the Company had 101,120,000 issued and outstanding shares of common stock.

AJIA INNOGROUP HOLDINGS, LTD

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

The statements contained in this Quarterly Report on Form 10-Q that are not historical facts are “forward-looking statements. We have based these forward- looking statements largely on our current expectations and projections about future events and financial trends affecting the financial condition of our business. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including, among other things:

Factors that might cause these differences include the following:

	·	the integration of multiple technologies and programs;

	·	the ability to successfully complete development and commercialization of sites and our company’s expectations regarding market growth;

	·	changes in existing and potential relationships with collaborative partners;

	·	the ability to retain certain members of management;

	·	our expectations regarding general and administrative expenses;

	·	our expectations regarding cash balances, capital requirements, anticipated revenue and expenses, including infrastructure expenses;

	·	other factors detailed from time to time in filings with the SEC.

In addition, we use words such as “anticipate,” “believe,” “plan,” “expect,” “future,” “intend,” and similar expressions to identify forward-looking statements.

We undertake no obligation to update publicly or revise any forward -looking statements, whether as a result of new information, or future events. In light of these risks and uncertainties, the forward-looking events and circumstances discussed in this may not occur and actual results could differ materially from those anticipated or implied in the forward-looking statements.

AJIA INNOGROUP HOLDINGS, LTD

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

AJIA INNOGROUP HOLDINGS, LTD

INDEX TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENT

Condensed Consolidated Balance Sheets		F-2

Condensed Consolidated Statements of Operations		F-3

Condensed Consolidated Statements of ~~Operations~~Changes in Stockholders’ Deficit		~~F-3~~F-4

Condensed Consolidated Statements of ~~Changes in Stockholders’ Deficit~~Cash Flows		~~F-4~~F-5

Notes to Condensed Consolidated Financial Statements ~~of Cash Flows~~		~~F-5~~F-6


F-1

~~Notes to Condensed Consolidated Financial Statements~~		~~F-6~~

~~F-1~~

AJIA INNOGROUP HOLDINGS, ~~LTD~~LTD..

CONDENSED CONSOLIDATED BALANCE SHEETS

~~March~~AS OF MARCH 31, ~~2021 and June~~2022 AND JUNE 30, ~~2020~~2021

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

	March 31,			June 30,
	2021			2020			March 31, 2022			June 30, 2021
	(Unaudited)			(Audited)			(Unaudited)			(Audited)
ASSETS
Current assets
Current assets:
Cash and cash equivalents	$	6,154		$	5,446		$	40,180		$	1,120
Accounts receivable		632			3,871			2,823			632
Earnest deposit		105,000			105,000			105,000			105,000
Prepayments and other receivables		-			117			26,986			0

Total current assets		111,786			114,434			174,989			106,752

Non-current assets
Non-current assets:
Plant and equipment, net		487			662			2,518			433
Total assets	$	112,273		$	115,096
Goodwill								120,916			0

TOTAL ASSETS							$	298,423		$	107,185

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Current liabilities:
Other payables and accrued liabilities	$	117,642		$	50,557		$	433,361		$	215,075
Amount due to a related party		128,383			107,859			190,102			120,672

Total current liabilities		246,025			158,416			623,463			335,747

Commitments and contingencies		-			-			0			0

Stockholders’ Deficit
Preferred stock, $0.001 par value, 100,000,000 shares authorized; 1,000 shares are issued		1			1
Common stock: $0.001 par value, 500,000,000 shares authorized, 101,120,000 and 101,120,000 shares issued and outstanding as of March 31, 2021 and June 30, 2020 respectively	$	101,120		$	101,120
Stockholders’ deficit:
Preferred stock, $0.001 par value, 100,000,000 shares authorized; 1,000 shares issued and outstanding at March 31, 2022 and June 30, 2021								1			1
Common stock, $0.001 par value; 500,000,000 shares authorized; 101,120,000 and 101,120,000 shares issued and outstanding as of March 31, 2022 and June 30, 2021								101,120			101,120
Additional paid-in capital		503,550			503,550			503,550			503,550
Accumulated other comprehensive loss		(484	)		(2,756	)		(91	)		(4,368	)
Accumulated deficit		(738,571	)		(645,235	)		(967,801	)		(829,497	)
Total stockholders’ deficit		(134,384	)		(43,320	)
Total Ajia Innogroup Holdings, Ltd stockholders’ deficit								(363,221	)		(229,194	)
Non-controlling interest		632			-			38,181			632
		(133,752	)		(43,320	)
Total deficit								(325,040	)		(228,562	)

Total liabilities and stockholders’ deficit	$	112,273		$	115,096
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT							$	298,423		$	107,185

~~The~~See accompanying notes ~~are an integral part of these~~to condensed consolidated financial statements.

F-2

~~Table of Contents~~

AJIA INNOGROUP HOLDINGS, LTD.

~~Condensed Consolidated Statements~~CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2022 AND 2021

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

~~For the three and nine months ended March 31, 2021 and 2020~~

~~(Unaudited)~~shares)

For the Three Months Ended
March 31,

For the Nine Months Ended
March 31,

2021

2020

2021

2020

Revenue

$ 36,209

$ 10,037

$ 72,431

$ 30,117

Cost of sales

(6,507 )

-

(6,507 )

-

Gross profit

29,702

10,037

65,924

30,117

Expenses

General and administrative expense

52,788

35,496

115,854

165,641

Professional fees

13,755

44,866

52,458

82,611

Total operating expenses

66,543

80,362

168,312

248,252

Other income

Interest income

-

-

1

3

Sundry income

-

64,387

9,051

149,480

Total other income

-

64,387

9,052

149,483

Net loss

$ (36,841 )

$ (5,938 )

$ (93,336 )

$ (68,652 )

Other comprehensive income

Foreign currency translation gain

378

167

2,272

1,419

Comprehensive loss

(36,463 )

(5,771 )

(91,064 )

(67,233 )

Basic and diluted loss per common share

$ (0.00 )

$ (0.00 )

$ (0.00 )

$ (0.00 )

Weighted average number of common shares outstanding - basic and diluted

101,120,000

101,022,198

101,120,000

86,361,636

	Three Months ended March 31,						Nine Months ended March 31,
	2022			2021			2022			2021

Revenues, net	$	27,121		$	36,209		$	88,050		$	72,431

Cost of revenue		(1,881	)		(6,507	)		(14,990	)		(6,507	)

Gross profit		25,240			29,702			73,060			65,924

Operating expenses
General and administrative		46,757			52,788			140,014			115,854
Professional fee		20,297			13,755			70,652			52,458
Total operating expenses		67,054			66,543			210,666			168,312

LOSS FROM OPERATIONS		(41,814	)		(36,841	)		(137,606	)		(102,388	)

Other income:
Sundry income		0			0			10			9,051
Interest income		0			0			0			1
Total other income		0			0			10			9,052

LOSS BEFORE INCOME TAXES		(41,814	)		(36,841	)		(137,596	)		(93,336	)

Income tax expense		0			0			0			0

NET LOSS		(41,814	)		(36,841	)		(137,596	)		(93,336	)

Net loss attributable to non-controlling interest		89			0			708			0

Net loss attributable to Ajia Innogroup Holdings Ltd.	$	(41,903	)	$	(36,841	)	$	(138,304	)	$	(93,336	)

NET LOSS	$	(41,814	)	$	(36,841	)	$	(137,596	)	$	(93,336	)
Other comprehensive loss:
- Foreign currency translation loss		1,146			378			4,277			2,272

COMPREHENSIVE LOSS		(40,668	)		(36,463	)	$	(133,319	)	$	(91,064	)

Net loss per share – Basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

Weighted average common shares outstanding – Basic and diluted		101,120,000			101,120,000			101,120,000			101,120,000

~~The~~See accompanying notes ~~are an integral part of these~~to condensed consolidated financial statements.

F-3

~~Table of Contents~~

AJIA INNOGROUP HOLDINGS, LTD.

~~Condensed Consolidated Statements~~CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2022 AND 2021

(Currency expressed in United States Dollars (“US$”), except for number of ~~Changes in Stockholders’ Deficit~~

~~For the three and nine months ended March 31, 2021 and 2020~~

~~(Unaudited)~~shares)

	Preferred stock				Common stock				Additional		Accumulated other comprehensive						Non-		Total			Equity attributable to Ajia Innogroup Holdings, Ltd.
	No. of shares		Amount		No. of shares		Amount		paid-in capital		income (loss)			Accumulated deficit			controlling Interest		stockholders’ deficit			Preferred stock				Common stock				Additional		Accumulated other comprehensive			Accumulated			Non-controlling			Total stockholders’
																						No. of shares		Amount		No. of shares		Amount		paid-in capital		income (loss)			deficit			interest			deficit
Balance as of July 1, 2019		-	$	-		7,270,000	$	7,270	$	192,400	$	(458	)	$	(578,286	)	$	-	$	(379,074	)

Issuance of shares for promissory note		-		-		93,750,000		93,750		206,250		-			-			-		300,000
Net loss for the period		-		-		-		-		-		-			(99,029	)		-		(99,029	)
Foreign currency translation adjustment		-		-		-		-		-		1,794			-			-		1,794
Balance as of September 30, 2019		-		-		101,020,000		101,020		398,650		1,336			(677,315	)		-		(176,309	)

Net income for the period		-		-		-		-		-		-			36,315			-		36,315
Foreign currency translation adjustment		-		-		-		-		-		(542	)		-			-		(542	)

Balance as of December 31, 2019		-	$	-		101,020,000	$	101,020	$	398,650	$	794		$	(641,000	)	$	-	$	(140,536	)

Issuance of shares as earnest deposit						100,000		100		104,900		-			-			-		105,000
Net loss for the period		-		-		-		-		-		-			(5,938	)		-		(5,938	)
Foreign currency translation adjustment		-		-		-		-		-		167			-			-		167

Balance as of March 31, 2020		-		-		-		101,120		503,550		961			(646,938	)		-		(41,307	)

Balance as of July 1, 2020		1,000	$	1		101,120,000	$	101,120	$	503,550	$	(2,756	)	$	(645,235	)		-	$	(43,320	)		1,000	$	1		101,120,000	$	101,120	$	503,550	$	(2,756	)	$	(645,235	)	$	0		$	(43,320	)

Net loss for the period		-		-		-		-		-					(36,096	)		-		(36,096	)		-		0		-		0		0		0			(36,096	)		0			(36,096	)
Foreign currency translation adjustment		-		-		-		-		-		(1,019	)		-			-		(1,019	)		-		0		-		0		0		(1,019	)		0			0			(1,019	)
Balance as of September 30, 2019		1,000		1		101,120,000		101,120		503,550		(3,775	)		(681,331	)		-		(80,435	)
Balance as of September 30, 2020																							1,000		1		101,120,000		101,120		503,550		(3,775	)		(681,331	)		0			(80,435	)

Net loss for the period		-		-		-		-		-					(20,399	)		-		(20,399	)		-		0		-		0		0		0			(20,399	)		0			(20,339	)
Foreign currency translation adjustment		-		-		-		-		-		2,913			-			-		2,913			-		0		-		0		0		2,913			0			0			2,913

Balance as of December 31, 2020		1,000	$	1		101,120,000	$	101,120	$	503,550	$	(862	)	$	(701,730	)		-	$	(97,921	)		1,000		1		101,120,000		101,120		503,550		(862	)		(701,730	)					(97,921	)

Acquisition of a subsidiary		-		-		-		-		-		-			-			632		632			-		0		-		0		0		0			0			632			632
Net loss for the period		-		-		-		-		-		-			(36,841	)		-		(36,841	)		-		0		-		0		0		0			(36,841	)		0			(36,841	)
Foreign currency translation adjustment		-		-		-		-		-		378			-			-		378			-		0		-		0		0		378			0			0			378

Balance as of March 31, 2021		1,000		1		101,120,000		101,120		503,550		(484	)		(738,571	)		632		(133,752	)		1,000	$	1		101,120,000	$	101,120	$	503,550	$	(484	)	$	(738,571	)	$	632		$	(133,752	)

Balance as of July 1, 2021																							1,000	$	1		101,120,000	$	101,120	$	503,550	$	(4,368	)	$	(829,497	)	$	632		$	(228,562	)

Acquisition of a subsidiary																							-		0		-		0		0					0			36,841			36,841
Net loss for the period																							-		0		-		0		0		0			(60,493	)		(12,849	)		(73,342	)
Foreign currency translation adjustment																							-		0		-		0		0		559			0			0			559

Balance as of September 30, 2021																							1,000		1		101,120,000		101,120		503,550		(3,809	)		(889,900	)		24,624			(264,504	)

Net loss for the period																							-		0		-		0		0		0			(35,908	)		13,468			(22,440	)
Foreign currency translation adjustment																							-		0		-		0		0		2,572			0			0			2,572

Balance as of December 31, 2021																							1,000		1		101,120,000		101,120		503,550		(1,237	)		(925,898	)		38,092			(284,372	)

Net loss for the period																							-		0		-		0		0		0			(41,903	)		89			(41,814	)
Foreign currency translation adjustment																							-		0		--		0		0		1,146			0			0			1,146

Balance as of March 31, 2022																							1,000	$	1		101,120,000	$	101,120	$	503,550	$	(91	)	$	(967,801	)	$	38,181		$	(325,040	)

~~The~~See accompanying notes ~~are an integral part of these~~to condensed consolidated financial statements.

F-4

~~Table of Contents~~

AJIA INNOGROUP HOLDINGS, LTD.

~~Condensed Consolidated Statements of Cash Flows~~CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

~~For the nine months ended March~~FOR THE NINE MONTHS ENDED MARCH 31, 2022 AND 2021 ~~and 2020~~

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

For the nine months ended
March 31,

2021

2020

Cash flow from operating activities

Net loss

$ (93,336 )

$ (68,652 )
Adjustment to reconcile net loss to net cash used in operative activities:

Depreciation

171

146

Changes in Operating Assets and Liabilities:

Decrease in prepayments and other receivables

3,988

4,738

Increase in other payables and accrued liabilities

67,085

25,290

Net cash used in operating activities

(22,092 )

(38,478 )

Cash flow from financing activities

Advance from a director

20,524

12,201

Net cash provided by financing activities

20,524

12,201

Effect of exchange rate changes on cash and cash equivalents

2,276

1,417

Net change in cash and cash equivalents

708

(24,860 )

Cash and cash equivalents, at beginning of period

5,446

31,867

Cash and cash equivalents, at end of period

$ 6,154

$ 7,007

Supplemental cash flow information:

Cash paid for interest

$ -

$ -

Cash paid for income taxes

$ -

$ -

NON-CASH FINANCING AND INVESTING TRANSACTIONS

Shares issued for the settlement of promissory note

$ -

$ 300,000

Shares issued as earnest deposit for potential investment

$ -

$ 105,000

	Nine Months ended March 31,
	2022			2021

Cash flows from operating activities:
Net loss	$	(137,596	)	$	(93,336	)
Adjustment to reconcile net loss to net cash used in operating activities
Depreciation and amortization		183			171
Stock-based compensation
Change in operating assets and liabilities:
Accounts receivable		0			3,871
Prepayments and other receivables		(27,434	)		117
Other payables and accrued liabilities		80,893			67,085
Net cash used in operating activities		(83,954	)		(22,092	)

Cash flows from investing activities:
Purchases of plant and equipment		(154	)		0
Cash from acquisition of a subsidiary		3,064			0
Net cash provided by investing activities		2,910			0

Cash flows from financing activities:
Advances from a director		115,803			20,524
Net cash provided by financing activities		115,803			20,524

Effect of exchange rate changes on cash and cash equivalents		4,301			2,276

Net change in cash and cash equivalents		39,060			708

CASH AND CASH EQUIVALENT, BEGINNING OF PERIOD		1,120			5,446

CASH AND CASH EQUIVALENT, END OF PERIOD	$	40,180		$	6,154

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for income taxes	$	0		$	0
Cash paid for interest	$	0		$	0

~~The~~See accompanying notes ~~are an integral part of these~~to condensed consolidated financial statements.

F-5

~~Table of Contents~~

AJIA INNOGROUP HOLDINGS, LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2022 AND 2021

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

(Unaudited)

NOTE 1–BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been prepared by management in accordance with both accounting principles generally accepted in the United States (“GAAP”), and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Certain information and note disclosures normally included in audited 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 consolidated balance sheet as of June 30, ~~2020~~2021 which has been derived from audited financial statements and these unaudited condensed consolidated financial statements reflect all normal and recurring adjustments considered necessary to state fairly the results for the periods presented. The results for the period ended March 31, ~~2021~~2022 are not necessarily indicative of the results to be expected for the entire fiscal year ending June 30, ~~2021~~2022 or for any future period.

These unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the Management’s Discussion and the audited financial statements and notes thereto included in the ~~amended~~ Annual Report on Form ~~10-K/A~~10-K for the year ended June 30, ~~2020,~~2021, filed with the SEC on ~~November 23, 2020.~~September 28, 2021.

NOTE 2–ORGANIZATION AND BUSINESS BACKGROUND

Ajia Innogroup Holdings, Ltd., formerly “Wigi4you, Inc.” (the “Company” or “AJIA”) was incorporated in the State of Nevada on March 19, 2014. The Company had intended to provide a website and mobile app to assist event planners in locating performers, bands and speakers, booking locations and planning events in areas around the United States and Canada. However, The Company changed its business plan in 2017 and ~~began effecting a~~is currently planning to pursue the business ~~plan~~in having self-help photo kiosks to be implemented at major convenient locations, such as shopping mall, buildings near subway stations, etc. to attract customers to use the service. In addition, the Company provides system development consulting and training services. The main revenue for a sales system for food and beverage products also sometimes referred to as a catering integration system. The system consists of a website and app which offers menu and ordering systems for end users, which predominantly consists of restaurants and food vendors. We generate revenuethese businesses will be generated from the ~~licensing~~self-help photo kiosks at which one can do photo printing, WeChat printing, game commemorative photos, copying documents, etc., as well as from consulting contracts.

In June 2021, the Company purchased 51% shares of ~~our sales system~~JiaYu Insurance Finance limited (“JYIF”), which is a licensed Insurance brokerage firm in Hong Kong. JYIF’s primary role is to provide local lump sum universal life, annuity assurance and weoffshore insurance products both life and non-life policies.

In 2021, the Company, through its subsidiary, Guangzhou Shengjia Trading Co., Ltd (“GST”), aims to provide ~~all necessary training to restaurant staff, system maintenance and updates.~~back-end support on project called “Easy Picture Mobile Application” (“Easy Picture”).

F-6

AJIA INNOGROUP HOLDINGS, LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2022 AND 2021

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

(Unaudited)

The details of the Company’s subsidiaries are described below:

Name	Place of incorporation ~~and~~ and kind of legal entity		Principal activities and place of operation	Particulars of issued/ registered share ~~share~~ capital	Effective interest Held
	~~Effective~~	~~interest~~	~~Held~~
Splendor Radiant Limited	British Virgin Islands, a limited liability company		Investment holding	1 issued share of US$1 each	100%
		~~100~~	%
~~Ajia~~ A Jia Creative Holdings Limited	Hong Kong, a limited liability company		Provision of food and beverage sales system setup and maintenance ~~services, investment holding~~service	100 issued shares for HK$100 ~~for 100 ordinary shares~~	100%
		~~100~~	%
Guangzhou Shengjia Trading Co., Ltd	The PRC, a limited liability company		~~Trading business~~Provision of mobile app back-end support service	HK$1,000,000		~~100~~	%100%

Ajia Corporate Systems Architecture Solution Limited	Hong Kong, a limited liability company		Provision of ~~integration systems~~money lending, insurance brokerage and business development trustee service	10,000 issued shares for HK$10,000 ~~for 10,000 ordinary shares~~	51%
		51	%
Tangent Asia Pacific Finance Limited	Hong Kong, a limited liability company		Provision of Money lending business	10,000 issued shares for HK$10,000	51%

JiaYu Insurance Finance limited	Hong Kong, a limited liability company		Provision of insurance agency service	2,500,000 issued shares of HK$1 each	51%

AJIA and its subsidiaries are hereinafter referred to as (the “Company”).

NOTE 3 – GOING CONCERN UNCERTAINIES

The accompanying condensed consolidated financial statements have been prepared using the going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

The Company experienced a net loss of $137,596 and suffered from negative cash flows from operations during the period and incurred an accumulated deficit of $967,801 as of March 31, 2022. The continuation of the Company as a going concern through March 31, 2023 is dependent upon the continued financial support from its stockholders. Management believes the Company is currently pursuing additional financing for its operations. However, there is no assurance that the Company will be successful in securing sufficient funds to sustain the operations.

These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. These condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets and liabilities that may result in the Company not being able to continue as a going concern.

~~F-6~~F-7

~~Table of Contents~~

AJIA INNOGROUP HOLDINGS, LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2022 AND 2021

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

(Unaudited)

NOTE 34 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

~~The accompanying unaudited condensed consolidated financial statements reflect the application~~· Basis of ~~certain significant accounting policies as described in this note and elsewhere in the~~presentation

These accompanying condensed consolidated financial statements ~~and notes.~~have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”).

·	·Use of estimates

In preparing these ~~unaudited~~ condensed consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance ~~sheet~~sheets and revenues and expenses during the periods reported. Actual results may differ from these estimates.

·	·Basis of consolidation

The ~~unaudited~~ condensed consolidated financial statements include the financial statements of AJIA and its subsidiaries. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation.

· Business Combinations

The Company follows Accounting Standards Codification (“ASC”) ASC Topic 805, Business Combinations (“ASC 805”) and ASC Topic 810-10-65, Consolidation. ASC Topic 805 requires most identifiable assets, liabilities, non-controlling interests, and goodwill acquired in a business combination to be recorded at “fair value.” The statement applies to all business combinations, including combinations among mutual entities and combinations by contract alone. Under ASC Topic 805, all business combinations are accounted for by applying the acquisition method. Accounting for goodwill requires significant management estimates and judgment. Management performs periodic reviews of the carrying value of goodwill to determine whether events and circumstances indicate that an impairment in value may have occurred. A variety of factors could cause the carrying value of goodwill to become impaired. A write-down of the carrying value of goodwill could result in a non-cash charge, which could have an adverse effect on the Company’s results of operations.

· Cash and cash equivalents

Cash and cash equivalents ~~consist primarily of~~are carried at cost and represent cash ~~in readily available checking~~on hand, demand deposits placed with banks or other financial institutions and ~~saving accounts. Cash equivalents consist of~~all highly liquid investments ~~that are readily convertible to cash and that mature within~~with an original maturity of three months or less ~~from~~as of the purchase date of ~~purchase. The carrying amounts approximate fair value due to the short maturities of these instruments.~~such investments.

·	·Plant and equipment

Plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values:

Expected

useful

lives

~~Computer equipment~~Leasehold improvement

53 years

Computer equipment

5 years

F-8

AJIA INNOGROUP HOLDINGS, LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2022 AND 2021

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

(Unaudited)

Expenditures for repairs and maintenance are expensed as incurred. When assets have been retired or sold, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the results of operations.

Depreciation expense for the three months ended March 31, 2022 and 2021 were $64 and ~~2020 were~~ $57, ~~and $49,~~ respectively.

Depreciation expense for the nine months ended March 31, 2022 and 2021 were $183 and ~~2020 were~~ $171, ~~and $146,~~ respectively.

~~F-7~~

~~Table of Contents~~

·	·Impairment of long-lived assets

In accordance with the provisions of ASC Topic 360, “Impairment or Disposal of Long-Lived Assets”, all long-lived assets such as plant and equipment and intangible assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is evaluated by a comparison of the carrying amount of an asset to its estimated future undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed the fair value of the assets. There has been no impairment charge for the periods presented.

·	·Revenue recognition

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

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

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

~~For the Company’s business in catering system development and training, monthly revenue~~compliance with ASC Topic 605 “Revenue Recognition” (“ASC 605”). Revenue is recognized when a formal arrangement exists, the ~~Company satisfies its obligation by transferring control~~price is fixed or determinable, all obligations have been performed pursuant to the terms of the ~~promised goods or performance of services to the customer.~~formal arrangement and collectability is reasonably assured.

The Company recognizes revenues on sales of its services, based on the terms of the customer agreement. The customer agreement takes the form of either a contract or a customer purchase order and each provides information with respect to the service being sold and the sales price. If the customer agreement does not have specific delivery or customer acceptance terms, revenue is recognized at the time the service is provided to the customer.

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

	·	identify the contract with a customer;

	·	identify the performance obligations in the contract;

	·	determine the transaction price;

	·	allocate the transaction price to performance obligations in the contract; and

	·	recognize revenue as the performance obligation is satisfied.

F-9

AJIA INNOGROUP HOLDINGS, LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2022 AND 2021

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

(Unaudited)

For the Company’s business in catering system development and training, monthly revenue is recognized when the Company satisfies its obligation by transferring control of the promised goods or performance of services to the customer.

The Company facilitates the arrangement between insurance providers and individuals or businesses by providing insurance placement services to the insureds and is compensated in the form of one-time commissions from the respective insurance providers. The Company primarily facilitates the placement of life, general and MPF insurance products. The Company determines that insurance providers are the customers.

The Company primarily earns commission income arising from the facilitation of the placement of an effective insurance policy, which is recognized at a point in time when the performance obligation has been satisfied upon execution of the insurance policy as the Company has no future or ongoing obligation with respect to such policies. The commission fee rate, which is paid by the insurance providers, based on the terms specified in the service contract which are agreed between the Company and insurance providers for each insurance product being facilitated through the Company. The commission earned is equal to a percentage of the premium paid to the insurance provider. Commission from renewed policies is variable consideration and is recognized in subsequent periods when the uncertainty around variable consideration is subsequently resolved (e.g., when customer renews the policy).

In accordance with ASC 606, Revenue Recognition: Principal Agent Considerations, the Company evaluates the terms in the agreements with its channels and independent contractors to determine whether or not the Company acts as the principal or as an agent in the arrangement with each party respectively. The determination of whether to record the revenue in a gross or net basis depends upon whether the Company has control over the services prior to transferring it. Control is demonstrated by the Company which is primarily responsible for fulfilling the provision of placement services through the Company’s licensed insurance brokers to provide agency services. The commissions from insurance providers are recorded on a gross basis and commission paid to independent contractors or channel costs are recorded as commission expense in the statements of operations.

·Comprehensive income or loss

ASC Topic 220,~~“Comprehensive~~ “Comprehensive Income” establishes standards for reporting and display of comprehensive income or loss, its components and accumulated balances. Comprehensive income or loss as defined includes all changes in equity during a period from non-owner sources. Accumulated comprehensive income or loss, as presented in the accompanying condensed consolidated statement of stockholders’ deficit consists of changes in unrealized gains and losses on foreign currency translation. This comprehensive income or loss is not included in the computation of income tax expense or benefit.

·	·Income taxes

The provision for income taxes is determined in accordance with the provisions of ASC Topic 740, “Income Taxes “” (“ASC 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

~~F-8~~F-10

~~Table of Contents~~

AJIA INNOGROUP HOLDINGS, LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2022 AND 2021

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

(Unaudited)

ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.

The Company did not have any unrecognized tax positions or benefits and there was no effect on the financial condition or results of operations for the nine months ended March 31, ~~2021~~2022 and ~~2020.~~2021. The Company and its subsidiaries are subject to local and various foreign tax jurisdictions. The Company’s tax returns remain open subject to examination by major tax jurisdictions.

·	·Net loss per share

The Company calculates net loss per share in accordance with ASC Topic 260 “Earnings per Share “.”. Basic loss per share is computed by dividing the net loss by the weighted-average number of common shares ~~standing~~outstanding during the period. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive.

·	·Foreign currencies translation

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statement of operations.

The reporting currency of the Company is United States Dollars (“("US$”"). The Company’s subsidiaries operating in Hong Kong and the PRC maintained their books and records in their local currency, Hong Kong Dollars (“("HK$”") and Renminbi Yuan (“RMB”), which are functional currencies as being the primary currency of the economic environment in which these entities operate.

In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not the US$ are translated into US$, in accordance with ASC Topic 830-30, “Translation of Financial Statement”,using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive income within the statement of stockholders’ equity.

~~F-9~~F-11

~~Table of Contents~~

AJIA INNOGROUP HOLDINGS, LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2022 AND 2021

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

(Unaudited)

Translation of amounts from its reporting currencies into US$ has been made at the following exchange rates for the respective period:

	2021		2020		March 31, 2022		March 31, 2021
Period-end HK$:US$1 exchange rate		7.7742		7.7525		7.8308		7.7742
Period average HK$:US$1 exchange rate		7.7528		7.8081		7.7911		7.7528
Period-end RMB:US$1 exchange rate		6.5536		7.0876		6.3444		6.5536
Period average RMB:US$1 exchange rate		6.6749		7.0124		6.4061		6.6749

·	·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 other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence.

· Segment reporting

ASC Topic 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about geographical areas, business segments and major customers in financial statements. For the nine months ended March 31, 2022 and 2021, the Company operates in one reportable operating segment in Hong Kong.

·Concentration of credit risk

The Company is subject to credit risk through its accounts receivable consisting primarily of amounts due from franchisees for royalty income, and other products. The financial condition of these franchisees is largely dependent upon the underlying business trends of our brands and market conditions within the vending industry. This concentration of credit risk is mitigated, in part, by the large number of franchisees spread over a large geographical area and the short-term nature of the receivables.

· Commitments and contingencies

The Company follows the ASC Topic 450-20, “Commitments” to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

F-12

AJIA INNOGROUP HOLDINGS, LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2022 AND 2021

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

(Unaudited)

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.

·Fair value of financial instruments

The carrying value of the Company’s financial instruments: cash and cash equivalents, prepayments and other receivables, accounts payable, amount due to a related party, other payables and accrued liabilities approximate at their fair values because of the short-term nature of these financial instruments.

The Company also follows the guidance of the ASC Topic 820-10, “Fair Value Measurements and Disclosures ~~“ (“~~” ("ASC ~~820-10”~~820-10"), with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:

·☐	Level 1: Observable inputs such as quoted prices in active markets;

☐	Level 2 : Inputs, other than the quoted prices in active ~~markets;~~markets, that are observable either directly or indirectly; and

·	~~Level 2~~ ~~: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and~~

·☐	Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions

Fair value estimates are made at a specific point in time based on relevant market information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

~~F-10~~

~~Table of Contents~~

·	·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” a~~~~nd ASC 815, “~~~~Contracts in Equity’s Own Entity~~”. The guidance simplifies the current guidance for convertible instruments and the derivatives scope exception for contracts in an entity’s own equity. Additionally, the amendments affect the diluted EPS calculation for instruments that may be settled in cash or shares and for convertible instruments. This ASU will be effective beginning in the first quarter of the Company’s 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 consolidated financial statements and related disclosures, as well as the timing of adoption.

~~Financial Instruments~~

~~In June 2016, the FASB issued ASU 2016-13, “~~~~Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13~~”), which modifies the measurement of expected credit losses of certain financial instruments. In February 2020, the FASB issued ASU 2020-02 and delayed the effective date of ASU 2016-13 until fiscal year beginning after December 15, 2022. The Company is currently evaluating the impact of adopting ASU 2016-13 on its consolidated financial statements.

~~Simplifying the Accounting for Income Taxes~~

~~In December 2019, the FASB issued ASU 2019-12 to simplify the accounting in ASC 740, “~~~~Income Taxes~~.” This guidance removes certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences. This guidance also clarifies and simplifies other areas of ASC 740. This ASU will be effective beginning in the first quarter of the Company’s fiscal year 2021. Early adoption is permitted. Certain amendments in this update must be applied on a prospective basis, certain amendments must be applied on a retrospective basis, and certain amendments must be applied on a modified retrospective basis through a cumulative-effect adjustment to retained earnings/(deficit) in the period of adoption. The adoption of ASU 2019-12 does not have a significant impact on the Company’s consolidated financial statements as of and for the three-month period ended March 31, 2021.

~~Earnings Per Share~~

~~In April~~May 2021, the FASB issued ASU 2021-04, ~~which included Topic 260 “~~Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40)”, (“ASU 2021-04”). This ~~guidance clarifies and~~ASU reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options ~~due to~~(for example, warrants) that remain equity classified after modification or exchange. This ASU provides guidance for a ~~lack~~modification or an exchange of ~~explicit guidance in~~a freestanding equity-classified written call option that is not within the ~~FASB Codification. The~~scope of another Topic. It specifically addresses: (1) how an entity should treat a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange; (2) how an entity should measure the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange; and (3) how an entity should recognize the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange. This ASU ~~2021-04 is~~became effective for all entities for fiscal years beginning after December 15, 2021. ~~Early~~An entity should apply the amendments prospectively to modifications or exchanges occurring on or after the effective date of the amendments. The adoption ~~is permitted. The Company is currently evaluating the impact~~ of ~~adopting~~ ASU 2021-04 on ~~its consolidated financial statements.~~

~~Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do~~January 1, 2022 did not ~~require adoption until a future date are not expected to~~ have a material impact on the Company’s ~~consolidated~~ financial statements ~~upon adoption.~~

~~F-11~~

~~Table of Contents~~

~~NOTE 4 – GOING CONCERN~~

The accompanying unaudited condensed consolidated financial statements have been prepared using the going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.or disclosures.

The Company has ~~experienced~~reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a ~~net loss~~material impact on its financial condition or the results of ~~$93,336 and negative operating cash flows of $22,092 for the period ended March 31, 2021. Also, at March 31, 2021, the Company has incurred an accumulated deficit of $738,571.~~

The continuation of the Company as a going concern through March 31, 2022 is dependent upon the continued financial support from its stockholders. Management believes the Company is currently pursuing additional financing for its operations. ~~However, there is no assurance that the Company will be successful in securing sufficient funds to sustain the operations.~~

NOTE 5 – ~~PREFERRED STOCK AND COMMON STOCK~~BUSINESS COMBINATION

~~(A)~~On July 1, 2021, the Company completed the acquisition of 51% equity interest of JiaYu Insurance Finance Limited (“JYIF”) (the “Acquisition”). The total consideration of the acquisition is $131,352.

The purchase price allocation resulted in $120,916 of goodwill, as below:

Acquired assets:
Cash and cash equivalents	$	2,432
Prepayments		1,743
Plant and equipment		2,138
Amount due from related parties		21,203
		27,516

Less: Assumed liabilities
Accrued liabilities and other payables		(7,053	)
		(7,053	)

Fair value of net assets acquired		20,463
Non-controlling interest		(10,027	)
Exchange difference		0
Goodwill recorded		120,916

Cash consideration allocated	$	131,352

The Acquisition was accounted for as a business combination in accordance with ASC 805 “Business Combinations”. The Company has allocated the purchase price consideration based upon the fair value of the identifiable assets acquired and liabilities assumed on the acquisition date. Management of the Company is responsible for determining the fair value of assets acquired, liabilities assumed and intangible assets identified as of the acquisition date and considered a number of factors including valuations from management estimation. Acquisition-related costs incurred for the acquisitions are not material and have been expensed as incurred in general and administrative expense.

NOTE 6 – AMOUNT DUE TO A RELATED PARTY

As of March 31, 2022 and June 30, 2021, amount due to a related party represented temporary advances made by a director of the Company, Ms. WAN Yin Ling, which was unsecured, interest-free and had no fixed terms of repayment.

F-13

AJIA INNOGROUP HOLDINGS, LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2022 AND 2021

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

(Unaudited)

NOTE 7 – INCOME TAXES

The Company operates in various countries: United States, British Virgin Island, Hong Kong and the PRC that are subject to taxes in the jurisdictions in which they operate, as follows:

United States of America

AJIA is registered in the State of Nevada and is subject to the tax laws of United States of America. The Tax Reform Act significantly revised the U.S. corporate income tax regime by, among other things, lowering the U.S. corporate tax rate from 35% to 21% effective January 1, 2018. The Company’s policy is to recognize accrued interest and penalties related to unrecognized tax benefits in its income tax provision. The Company has not accrued or paid interest or penalties which were not material to its results of operations for the years presented.

For the nine months ended March 31, 2022 and 2021, there was no operation in the United States of America.

British Virgin Island

Under the current BVI law, the Company is not subject to tax on income.

Hong Kong

For the nine months ended March 31, 2022 and 2021, no provision for Hong Kong Profits Tax is provided for, since the Company’s income neither arises in, nor is derived from Hong Kong under its applicable tax law. The reconciliation of income tax rate to the effective income tax rate based on loss before income taxes from foreign operation for the nine months ended March 31, 2022 and 2021 are as follows:

	Nine months ended March 31,
	2022			2021

Loss before income taxes	$	(137,036	)	$	(93,336	)
Statutory income tax rate		16.5	%		16.5	%
Income tax impact at the statutory rate		(22,611	)		(15,400	)
Net operating loss against valuation allowance		22,611			15,400

Income tax expense	$	-		$	-

The PRC

For the nine months ended March 31, 2022 and 2021, the Company generated no operating result and accordingly, no provision for income tax has been recorded.

As of March 31, 2022, the PRC operation incurred $30,255 of net operating losses carryforward available for income tax purposes that may be used to offset future taxable income and will begin to expire in 5 years from the year of incurrence, if unutilized. The Company has provided for a full valuation allowance against the deferred tax assets on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future.

The following table sets forth the significant components of the aggregate net deferred tax assets of the Company as of March 31, 2022 and June 30, 2021:

	March 31, 2022			June 30, 2021
Deferred tax assets:
Net operating loss carryforward from:
– United States of America	$	189,936		$	160,892
– Hong Kong		49,243			26,632
– The PRC		7,564			7,424
Total deferred tax assets		246,743			194,948
Less: valuation allowance		(246,743	)		(194,948	)
Net deferred tax assets	$	-		$	-

F-14

AJIA INNOGROUP HOLDINGS, LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2022 AND 2021

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

(Unaudited)

As of March 31, 2022, the Company incurred $967,801 of the aggregate net operating loss carryforwards available to offset its taxable income for income tax purposes. The Company has provided for a full valuation allowance against the deferred tax assets of $217,699 on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future. For the Nine months ended March 31, 2022, the valuation allowance increased by $22,751, primarily relating to net operating loss carryforwards.

NOTE 8 – STOCKHOLDERS’ DEFICIT

(a) Preferred stock

The Company was authorized to issue one hundred million (100,000,000) shares of preferred stock, par value $0.001 per share. On March 31, 2022, one share ~~with the following features attached:~~

1)	~~Non-participating in the dividends to the Common Shareholders~~
2)	~~No Liquidation Preference~~
3)	Voting Rights to include: the right to vote in an amount equal to 51% of the total vote with respect to any proposal relating to (a) increasing the authorized share capital of the Company, (b) effecting any forward stock split of the Company’s authorized, issued or outstanding shares of capital stock, and (c) any other matter subject to a shareholder vote.
4)	~~No conversion rights~~
5)	Redemption Rights: The Series A shares shall be automatically redeemed upon (a) Ms. Wan ceases to serve as an officer or director of the Company, (b) on the date that the Company’s shares or common stock first trade on any national securities exchange. In these circumstances, the Board shall further consider and resolve the treatment of these shares, including but limited to, reissue to other party, forfeiture thereof.

~~On April 7, 2020, the Company approved to issue 1,000 shares~~ of ~~Series A Preferred Stock to Ms. Yin Ling WAN (“Ms. Wan”), the Company’s Executive Director, Company Secretary and treasurer. Ms. Wan~~preferred share has ~~advance significant capital and expended significant time to the company without compensation.~~been issued.

~~As of March 31, 2021 and June 30, 2020, the Company had a total of 1,000 shares of its preferred stock issued and outstanding.~~

~~(B)~~(b) Common stock

~~Shares authorized~~

~~Upon formation, the total number of shares of all classes of stock which the~~The Company was authorized to issue ~~seventy-five~~five hundred million ~~(75,000,000)~~(500,000,000) shares of common stock, par value $0.001 per share. ~~On December 15, 2017, the Company increased its authorized common shares to 500,000,000 shares at par value $0.001 per share.~~

~~F-12~~

~~Table of Contents~~

~~Common stock issued~~

On July 28, 2018, the Company issued a convertible promissory note in the amount of $300,000 to Full Yick International Ltd, a major shareholder to settle with the related party loan. Pursuant to the terms of the convertible promissory note, the note has an option to convert into 93,750,000 common shares of the Company at $0.0032 per share, on or the earlier of July 31, 2018. On July 31, 2019, Full Yick International Limited exercised their option to convert the $300,000 note into 93,750,000 common shares of the Company, at the price of $0.0032 per share. On August 9, 2019, the Company approved the share issuance of 93,750,000 common shares to Full Yick International Limited.

On March 30, 2020, the Company, through its wholly-owned subsidiary entered into a Memorandum of Understanding (“MOU”) with Allied Precision Medicine Consultants Limited (“Allied”), a Hong Kong corporation, in which the Parties have committed to jointly promote stem cell products and services in Hong Kong and Macau. The Company agreed to issue 100,000 shares of its common stock at the current market value of $1.05 per share, to Allied as a non-refundable deposit of $105,000 to anticipate the business collaboration in this project. The Company shall appoint an independent third party to carry out due diligence and valuation of this project.

As of March 31, ~~2021~~2022 and June 30, ~~2020,~~2021, the Company had a total of ~~101,120,000~~101,210,000 shares of its common stock issued and outstanding.

NOTE 69 – RELATED PARTY TRANSACTIONS

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. The imputed interest on the loan from a related party was not significant.

As of March 31, 2022 and June 30, 2021, the balance of ~~$128,383 related to~~$190,102 and $120,672 represented temporary advances by the ~~loan account of a director~~Director - Wan Yin ~~Ling. The loan~~Ling to the Company, which is unsecured, non-interest bearing, and ~~has no fixed terms of repayment.~~due on demand.

NOTE 710 – CONCENTRATIONS OF RISK

The Company is exposed to the following concentrations of risk:

(a) Major customers

For the three and nine months ended March 31, 2022 and 2021, the individual customer who accounts for 10% or more of the Company’s revenues and its outstanding receivable balances as at year-end dates, are presented as follows:

	Three Months ended March 31, 2022						March 31, 2022
Customers	Revenues		Percentage of revenues				Accounts receivable

Customers A	$	15,000		55.30	%		$	0
Customers B		10,000		36.86	%			0

Total:	$	25,000		92.16	%	Total:	$	0

F-15

AJIA INNOGROUP HOLDINGS, LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2022 AND 2021

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

(Unaudited)

There was no individual customer who accounted for 10% or more of the Company’s revenues for the three months ended March 31, 2021.

	Nine Months ended March 31, 2022						March 31, 2022
Customers	Revenues		Percentage of revenues				Accounts receivable

Customer A	$	40,000		45.43	%		$	0
Customer B		30,000		34.07	%			0

Total:	$	70,000		79.50	%	Total:	$	0

There was no individual customer who accounted for 10% or more of the Company’s revenues for the nine months ended March 31, 2021.

These customers are located in Hong Kong.

(b) Credit risk

Financial instruments that are potentially subject to credit risk consist principally of trade receivables. The Company believes the concentration of credit risk in its trade receivables is substantially mitigated by its ongoing credit evaluation process and relatively short collection terms. The Company does not generally require collateral from customers. The Company evaluates the need for an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends and other information.

The reporting currency of the Company is US$, to date the majority of the revenues and costs are denominated in HK$ and a significant portion of the assets and liabilities are denominated in HK$. As a result, the Company is exposed to foreign exchange risk as its revenues and results of operations may be affected by fluctuations in the exchange rate between US$ and HK$. The Company does not hold any derivative or other financial instruments that expose to substantial market risk.

NOTE 11 – COMMITMENTS AND CONTINGENCIES

As of March 31, ~~2021, the Company has~~2022, there were no ~~material~~ commitments ~~or contingencies.~~

On September 28, 2020, the Company decided to form a 51% holding joint venture company with an independent third party, namely AJIA Corporate Systems Architecture Solution Ltd (“Ajia Corporate”). Ajia Corporate is a company registered in Hong Kong and ~~it shall sign Memorandum of Understanding (“MOU”) with another independent third party soon. With this MOU, the Company is expecting to expand its business developments in the following areas:~~contingencies involved.

On October 15, 2020, the Company ratified entry into a Memorandum of Understanding with Union Patron Limited for the formation of holding joint venture company, AJIA Corporate Systems Architecture Solution Ltd (“Ajia Corporate”), which the Company shall own a 51% interest in. Ajia Corporate is a company registered in Hong Kong and intends to enter a Memorandum of Understanding (“MOU”) to expand its business developments in the following areas:

1.	~~Big Data Strategic enterprise solution,~~
2.	~~Cloud and digital trading solution,~~
3.	~~Combined enterprise syndication planning and solution, and~~
4.	~~E-compliance system and enterprise solutions.~~

NOTE 812 – SUBSEQUENT EVENTS

In accordance with ASC Topic 855, “Subsequent Events “,”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred after March 31, ~~2021~~2022 up through the date the Company issued the unaudited condensed consolidated financial statements. During the period, the Company did not have any material recognizable subsequent events.

~~F-13~~F-16

~~Table of Contents~~

Item 2. Management’s Discussion and Analysis of Financial Condition And Results Of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed financial statements and related notes included in this Quarterly Report on Form 10-Q and the audited financial statements and notes thereto as of and for the year ended June 30, ~~2020~~2021 and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations, both of which are contained in the Company’s ~~amended~~ Annual Report on Form ~~10-K/A~~10-K for the year ended June 30, ~~2020,~~2021, filed with the Securities and Exchange Commission (the “SEC”) on ~~November 23, 2020.~~September 28, 2021.

Forward-Looking Statements

The information in this discussion contains forward-looking statements and information 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, (the “Exchange Act”), which are subject to the “safe harbor” created by those sections. The words “anticipated,” “believes,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “will,” “should,” “could,” “predicts,” potential,” continue,” “would,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements that we make. The forward-looking statements are applicable only as of the date on which they are made, and we do not assume any obligation to update any forward-looking statements. All forward-looking statements in this Form 10-Q are made based on our current expectations, forecasts, estimates and assumptions, and involve risks, uncertainties and other factors that could cause results or events to differ materially from those expressed in the forward-looking statements. In evaluating these statements, you should specifically consider various factors, uncertainties and risks that could affect our future results or operations. These factors, uncertainties and risks may cause our actual results to differ materially from any forward-looking statement set forth in this quarterly report on Form 10-Q. You should carefully consider these risks and uncertainties described and other information contained in the reports we file with or furnish to the SEC before making any investment decision with respect to our securities. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by this cautionary statement.

Overview

Corporate Background- Recent Business Development

Ajia Innogroup Holdings, LTD. (the “Company”) was incorporated in the State of Nevada on March 19, 2014, and our fiscal year end is June 30.

The Company had intended to provide a website and mobile app to assist event planners in locating performers, bands and speakers, booking locations and planning events in areas around the United States and Canada. However, the Company changed its business plan in 2017 and pursued the business of self-help photo kiosks to be implemented at major convenient locations, such as shopping mall, buildings near subway stations, etc. to attract customers to use the service.

~~In September 2017, the Company began exploring a business plan for a sales system for food and beverage products also sometimes referred to as a catering integration system.~~Company’s administrative address is 187 E. Warm Springs Road, Suite B307, Las Vegas, Nevada 89119. The system consists of a website and app which offers menu and ordering systems for end users, which predominantly consists of restaurants and food vendors. We generate revenue from the licensing of our sales system and we provide all necessary training to restaurant staff, system maintenance and updates. In addition, the Company provides system development consulting and training services.telephone number is: (702) 360-0652.

~~Table of Contents~~

~~Ajia has only~~In June 2021, the Company purchased 51% shares of Jia Yu Insurance Finance limited ~~cash on hand. We have sustained losses since inception~~(“JYIF”), which is a licensed Insurance brokerage firm in Hong Kong. JYIF’s primary role is to provide local lump sum universal life, annuity assurance and ~~have relied solely upon~~offshore insurance products both life and non-life policies, to designated clients asset growth purposes with complied tax solutions, which include the ~~sale of our securities and loans from our corporate officer and director for funding.~~followings:-

	·	compliant US private placement life insurance (“PPLI”), a form of cash value universal life insurance that is offered privately;

	·	universal life (“UL”), a permanent life insurance that has an investment savings element and low premiums similar to those of term life insurance, and

	·	indexed universal life (“IUL”) allows the policy-holder to allocate cash value amounts to either a fixed or equity index account

~~Ajia has never declared bankruptcy, been~~

There is a growing need and demand for Asian clients to purchase compliant PPLI, UL, and IUL policies in ~~receivership, or involved in any kind of legal proceeding. Ajia, its director, officer,~~order to receive tax benefits and ~~affiliates have not~~investment returns, and ~~do not intend to enter into negotiations or discussions with representatives or owners of any other businesses or companies regarding the possibility of an acquisition or merger.~~these products are becoming increasingly popular. The Company utilizes Hong Kong as a hub to organize US PPLI, UL, and IUL policies for high-net-worth clients from China, Japan, Taiwan, Korea, Thailand, and Indonesia. PPLI, IUL, and UL policies are increasingly in demand, and the Company has ~~no promoters.~~a professional technical team as well as US lawyers and tax advisors on hand to service these clients as a one-stop shop for all their insurance needs.

In ~~March 2020,~~2021, Guangzhou Shengjia Trading Co., Ltd (“GST”), the ~~World Health Organization categorized Coronavirus Disease 2019~~Company’s subsidiary, aims to provide back-end support on project called “Easy Picture Mobile Application” (“~~COVID-19”~~Easy Picture”) as. Easy Picture is an application for mobile photos software for end customers who want to take qualified photos to apply for visas to China. Easy Picture is an accessible cost saving application offering user-friendly interface. The Company entered into agreement with a ~~pandemic.~~ travel agency to use this Easy Picture App, however, the business has not commenced due to COVID-19 and resulting closure of travel.

The ~~extent~~details of the impact of the COVID-19 outbreak on our operational and financial performance will depend on certain developments, including the duration and spread of the outbreak, its impact on our customers and vendors, and the range of governmental and community reactions to the pandemic, whichCompany’s subsidiaries are ~~uncertain and cannot be fully predicted at this time.~~ described below:

~~Business Plan~~
Name
Place of incorporation
and kind of
legal entity
Principal activities
and place of operation
Particulars of issued/
registered share
capital
Effective interest
Held
Splendor Radiant Limited
British Virgin Islands, a limited liability company
Investment holding
1 ordinary share of US$1 each
100%
Ajia Creative Holdings Limited
Hong Kong, a limited liability company
Provision of food and beverage sales system setup and maintenance service
100 ordinary shares for HK$100
100%
Guangzhou Shengjia Trading Co., Ltd
The PRC, a limited liability company
Provision of mobile app back-end support service
HK$1,000,000
100%
Ajia Corporate Systems Architecture Solution Limited
Hong Kong, a limited liability company
Provision of money lending, insurance brokerage and business development trustee service
10,000 ordinary shares for HK$10,000
51%
Tangent Asia Pacific Finance Limited
Hong Kong, a limited liability company
Provision of money lending business
10,000 ordinary shares for HK$10,000
51%
JiaYu Insurance Finance Limited
Hong Kong, a limited liability company
Provision of Insurance agency service
2,500,000 ordinary shares for HK$2,500,000
51%

~~In September 2017, the Company began exploring a business plan for a sales system for food~~AJIA and ~~beverage products also sometimes~~its subsidiaries are hereinafter referred to as a catering integration system. The system consists of a website and app which offers menu and ordering systems for end users, which predominantly consists of restaurants and food vendors. We generate revenue from the licensing of our sales system and we provide all necessary training to restaurant staff, system maintenance and updates.

~~On December 1, 2017, the Company acquired a ten percent (10%~~(the “Company”) ownership interest in a collection code project (“Project”), the purpose of which is to improve the marketability and market penetration of Alipay Network Technology Co., Ltd. (“Alipay”) collection code system. The Company plans to acquire additional interest in this project as the project develops.

1.	~~Big Data Strategic enterprise solution,~~
2.	~~Cloud and digital trading solution,~~
3.	~~Combined enterprise syndication planning and solution, and~~
4.	~~E-compliance system and enterprise solutions.~~

~~Principal Products, Services and Their Markets~~

In last year, our business plan consisted of the sales and licensing of our point of sales system for food and beverage products also sometimes referred to as a catering integration system, which we offer in Hong Kong. We hope to expand our markets outside of Hong Kong in the future.

~~Table of Contents~~

~~Competitive~~ Business ~~Conditions and Strategy; Position in the Industry~~Plan

Ajia intends to establish itself as a competitive company in the point of sale technology market. Ajia’s main competitors are firms offering similar technologies and services. Our largest competitors are Multiable and MasterSoft.

~~Patents, Trademarks, Licenses, Agreements or Contracts~~

As part of our business, we will seek to protect our intellectual property rights in various ways, including through trademarks, copyrights, trade secrets, including know-how, patents, patent applications, employee and third-party nondisclosure agreements, intellectual property licenses and other contractual rights. At this time, however, there are no aspects of our business plan which require a patent, trademark, or product license. We have not entered into any vendor agreements or contracts that give or could give rise to any obligations or concessions.

~~Governmental Controls, Approval and Licensing Requirements~~

At this stage in our business, we are unaware of any government regulations that are directly affecting our business, however, as we grow our business activities may become subject to various governmental regulations in different countries in which we operate, including regulations relating to: various business/investment approvals; trade affairs, including customs, import and export control; competition and antitrust; anti-bribery; advertising and promotion; intellectual property; consumer and business taxation; foreign exchange controls; personal information protection; labor; human rights; conflict; occupational health and safety; environmental; and recycling requirements.

~~Research and Development Activities and Costs~~

~~We have spent no time on specialized research and development activities, and have no plans to undertake any research or development in the future.~~

~~Number of Employees~~Jia Yu Insurance Finance limited

The ~~Company has no significant employees~~Company’s insurance brokerage firm, Jia Yu Insurance Finance limited (“Jiayu”), in which Ajia Corporate owns 51% interest, is a licensed brokerage firm in Hong Kong. Jiayu’s primary goal is to provide local lump sum large premium universal life & annuity assurance policies, and offshore insurance products (both life and n on-life), which include compliant US, Canada, UK and Australia PPLI, UL, and IUL policies, to the designated high net worth clients for asset growth purposes (as well as other ~~than our officers~~commercial reasons and ~~directors and one employee who is responsible for~~purposes).

Introduction

Jiayu Insurance Finance Limited was established in 2014 with the ~~accounting and general administrative matters. In addition,~~goal of providing professional insurance services to target newly arrived immigrants. Because of the ~~Company outsources its financial and management matters to various management consultants during the year. We intend to increase the size of our management team and hire additional employees~~rapid changes in the ~~future~~insurance brokerage market in recent years, we have invited former eminent insurance industry experts to ~~manage~~join, with the ~~continued growth~~direction of ~~our company~~expanding the international market for life insurance from onshore and ~~to increase our sales force and marketing efforts.~~offshore insurers, as well as professional general insurance.

~~Plan~~Our Hong Kong license number is FB1699 which under register of ~~Operation~~Licensed Insurance Intermediaries (Firm) by Insurance Authority in Hong Kong.

Products and Services

~~Ajia is~~Life Insurance

Jiayu offers full range of private placement life insurance (PPLI) products and services. Advantage PPLI policies provide clients with bespoke solutions to inter-generational wealth transfer, estate planning, business succession and charitable giving needs.

General Insurance

Jiayu’s Business Insurance group specializes in the ~~course~~creation of ~~development~~customized risk finance, risk protection and ~~thus, it does not have significant size~~risk transfer solutions for small and medium-sized businesses using captive insurers and other alternative risk transfer methods.

Offshore Life Insurance

Jiayu offers full range of ~~businesses~~private placement life insurance (PPLI) products with bespoke investment funds and services. Advantage PPLI policies provide clients with bespoke solutions to generate revenue. Our executive offices are located at Room 1001, 10/F., Grandmark, No.10 Granville Road, Tsim Sha Tsui, Hong Kong. The office is a location at which the Company receives mail, has office servicesinter-generational wealth transfer, estate planning, business succession and ~~can hold meetings. Our officer, Ms. Wan Yin Ling, Elaine, works on Company business in Hong Kong.~~charitable giving needs.

Results of Operations

Comparison for the Three Months Ended March 31, ~~2021~~2022 and ~~2020~~2021

~~Revenues~~

During the three months ended March 31, 2022 and 2021, COVID-19 affected the operational and financial performance of the Company: Hong Kong, PRC, and United States national economic shutdown that was imposed to limit the spread of COVID-19. Both global and local markets have suffered huge public and private financial and economic losses. The closures resulting from COVID have required management to focus on making rapid decisions to protect employees, address new customers’ concerns and needs and shareholder support. Management has had to readjust and act-Resolve, Resilience, Return, Reimagination, and Reform- both in order to address to immediate crisis and to prepare for the next normal after the battle against coronavirus has been won.

As of March 31, 2022, we suffered from a working capital deficit of $387,216. As a result, our continuation as a going concern is dependent upon improving our profitability and the continuing financial support from our stockholders or other capital sources. Management believes that the continuing financial support from the existing shareholders and external financing will provide the additional cash to meet our obligations as they become due. Our financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets and liabilities that may result in the Company not being able to continue as a going concern.

The following table sets forth certain operational data for the three months ended March 31, 2022, compared to March 31, 2021:

Three months ended March 31,

2022

2021

Revenue

$ 27,121

$ 36,209

Cost of revenue

(1,881 )

(6,507 )
Gross profit

25,240

29,702

General and administrative expenses

(46,757 )

(52,788 )
Professional fees

(20,297 )

(13,755 )
Loss from operation

(41,814 )

(36,841 )
Total other income

-

-

Income tax expense

-

-

NET LOSS

$ (41,814 )

$ (36,841 )
7
Revenues
During the three months ended March 31, 2022, we have derived income of ~~$36,209 (2020: $10,037)~~$27,121 (2021: $36,209). This ~~increase~~decrease was primarily due to an overall ~~increase~~decrease in monthly sales from the maintenance service from the catering system sales. Management anticipates revenues to continue to grow as the revenue trends are positive month over month.

6
~~Table of Contents~~
~~Operating Expenses~~General and administrative expenses

The Company’s ~~operating~~general and administrative expenses for the three months ended March 31, 2022 is $46,757 and for the three months ended March 31, 2021 is ~~$66,543~~$52,788.
Professional fees
The Company’s professional fees for the three months ended March 31, 2022 is $20,297 and for the three months ended March 31, ~~2020~~2021 is ~~$80,362.~~$13,755.
Loss from operation
During the three months ended March 31, 2022 and 2021, the Company recorded loss from operation of $41,814 and $36,841, respectively.

Net Loss

During the three months ended March 31, ~~2021~~2022 and ~~2020,~~2021, the Company recognized net losses of ~~$36,841~~$41,814 and ~~$5,938,~~$36,841, respectively.

Comparison for the Nine Months Ended March 31, ~~2021~~2022 and ~~2020~~2021

Nine months ended March 31,

2022

2021

Revenue

$ 88,050

$ 72,431

Cost of revenue

(14,990 )

(6,507 )
Gross profit

73,060

65,924

General and administrative expenses

(140,014 )

(115,854 )
Professional fees

(70,652 )

(52,458 )
Loss from operation

(137,606 )

(102,388 )
Total other income

10

9,052

Income tax expense

-

-

NET LOSS

$ (137,596 )

$ (93,336 )
8
Revenues

During the nine months ended March 31, ~~2021,~~2022 we have derived income of ~~$72,431 (2020: $30,117)~~$88,050 (2021: $72,431). This increase was primarily due to an overall increase in monthly sales from the maintenance service from the catering system ~~sales.~~sales and growth in insurance brokerage transactions. Management anticipates revenues to continue to grow as the revenue trends are positive month over ~~month.~~month

~~Operating Expenses~~General and administrative expenses

The Company’s ~~operating~~general and administrative expenses for the nine months ended March 31, 2022 is amounted to $140,014 and for the nine months ended March 31, 2021 is ~~$168,312~~amounted to $115,854. This increase is due to the increase in the payroll headcount.
Professional fees
The Company’s professional fees for the nine months ended March 31, 2022 is amounted to $70,652 and for the nine months ended March 31, ~~2020~~2021 is ~~$248,252.~~amounted to $52,458.

Net Loss

During the nine months ended March 31, ~~2021~~2022 and ~~2020,~~2021, the Company recognized the net losses ~~$93,336~~of $137,596 and ~~net income $68,652,~~$93,336, respectively.

Liquidity and Capital Resources

At March 31, ~~2021,~~2022, we had total current assets of ~~$111,786~~$174,989 which consists of ~~$6,154~~$40,180 in cash, ~~$632~~$2,823 in accounts receivables, $26,986 in deposits and prepayment and $105,000 earnest deposit. We had total current liabilities of ~~$246,025,~~$623,463, which consist of ~~$128,383~~$190,102 due to related party and ~~$117,642~~$433,361 in other payables and accrued liabilities.

Nine months ended March 31,

2022

2021

Net cash used in operating activities

$ (83,954 )

$ (22,092 )
Net cash provided by investing activities

2,910

--

Net cash provided by financing activities

115,803

20,524

Net Cash Used In Operating Activities.
For the nine months ended March 31, 2022, net cash used in operating activities was $83,954, which consisted primarily of a net loss of $137,596, depreciation of plant and equipment of $183, offset by an increase in prepayments and other receivables of $27,434 and an increase in other payables and accrued liabilities of $80,893.
For the nine months ended March 31, 2021, net cash used in operating activities was $22,092, which consisted primarily of a net loss of $93,336, depreciation of plant and equipment of $171, an increase in prepayment and other receivables of $117, offset by a decrease in accounts receivable of $3,871 and an increase in other payables and accrued liabilities of $67,085.
We expect to continue to rely on cash generated through financing from our existing shareholders and private placements of our securities, however, to finance our operations and future acquisitions.
9
Net Cash Provided By Investing Activities.
For the nine months ended March 31, 2022, net cash provided by investing activities was $2,910, which consisted from acquisition of a subsidiary of $3,064 and offset by purchase of plant and equipment of $154.
For the nine months ended March 31, 2021, there is no net cash provided by investing activities.
Net Cash Provided By Financing Activities.
For the nine months ended March 31, 2022, net cash provided by financing activities was $115,803 consisting primarily of advances from a director.
For the nine months ended March 31, 2021, net cash provided by financing activities was $20,524 consisting primarily of advances from a director.
In the early stage of development, we have limited business activity to generate revenue from our operations. We will require additional funds to fully implement our plans. These funds may be raised through equity financing, debt financing, or other sources, which may result in the dilution in the equity ownership of our shares. We currently do not have any arrangements for additional financing and we may not be able to obtain financing when required. Our future is dependent upon our ability to obtain financing, a successful marketing and promotion program and, further in the future, achieving a profitable level of operations. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments. We will require additional funds to maintain our reporting status with the SEC and remain in good standing with the state of Nevada.

Going Concern

We have incurred net loss since our inception on March 19, 2014 through March 31, ~~2021~~2022 totaling ~~$738,571~~$967,801 and have completed only the preliminary stages of our business plan. We anticipate incurring additional losses before realizing any revenues and will depend on additional financing in order to meet our continuing obligations and ultimately, to attain profitability. Our ability to obtain additional financing, whether through the issuance of additional equity or through the assumption of debt, is uncertain. ~~Accordingly, our independent auditors’ report~~In addition, with respect to the ongoing and evolving coronavirus (COVID-19) outbreak, which was designated as a pandemic by the World Health Organization on March 11, 2020, the outbreak has caused substantial disruption in international economies and global trades and if repercussions of the outbreak are prolonged, could have a significant adverse impact on our ~~financial statements for~~business. Given the ~~year ended June 30, 2020 includes an explanatory paragraph regarding concerns about~~addition political and public health challenges, our ability to ~~continue as a going concern, including~~obtain external financing or financing from existing shareholders to fund our working capital needs has been materially and adversely impacted, and there can be no assurance that we will be able to raise such additional ~~information contained in~~capital resources on satisfactory terms. We believe that our current cash and other sources of liquidity discussed below are adequate to support general operations for at least the notes to our financial statements describing the circumstances leading to this disclosure. The financial statements do not include any adjustments that might result from the uncertainty about our ability to continue our business.next 12 months.
7
~~Table of Contents~~

Recently Issued Accounting Pronouncements

See Note 34 to our unaudited condensed consolidated financial statements, included in Part I, Item 1, Financial Information for this quarterly report on Form 10-Q.

Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations are based on our consolidated condensed financial statements, which have been prepared in accordance with GAAP. The preparation of our consolidated condensed financial statements requires us to make estimates and judgements that affect the reported amounts of assets, liabilities, revenue, expenses and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to areas that require a significant level of judgment or are otherwise subject to an inherent degree of uncertainty. Significant accounting estimates in these financial statements include but are not limited to accounting for depreciation and amortization, current and deferred income taxes, deferred costs, accruals and contingencies, carrying value of goodwill and intangible assets, collectability of notes receivable, the fair value of common stock and the estimated fair value of stock options and warrants. We base our estimates on historical experience, our observance of trends in particular areas, and information or valuations and various other assumptions that we believe to be reasonable under the circumstances and which form the basis for making judgments about the carrying value of assets and liabilities that may not be readily apparent from other sources. Actual amounts could differ significantly from amounts previously estimated. For a discussion of our critical accounting policies, refer to Part I, item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our annual report on Form ~~10-K/A~~10-K for the year ended June 30, ~~2020.~~2021. Management believes that there have been no changes in our critical accounting policies during the fiscal quarter ended March 31, ~~2021.~~2022.
10

Off-Balance Sheet Arrangements

We are not currently a party to, or otherwise involved with, any off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Contractual Obligations

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

8
~~Table of Contents~~
Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the ~~SEC’s~~SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management carried out an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (“("Exchange ~~Act”~~Act"). Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were not effective as of March 31, ~~2021.~~2022.

Identified Material Weaknesses
A material weakness in our internal control over financial reporting is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the financial statements will not be prevented or detected.
Management identified the following material weaknesses during its assessment of internal controls over financial reporting, which are primarily due to the size of the Company and available resources:
·
limited personnel to assist with the accounting and financial reporting function which results in a lack of properly controlled segregation of duties
·
lack of risk assessment procedures on internal control to detect financial reporting risks in a timely manner; and
·
lack of documentation on policies and procedures that are critical to the accomplishment of financial reporting objectives.
Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting subsequent to the fiscal quarter ended March 31, ~~2021,~~2022, which were identified in connection with our management’s evaluation required by paragraph (d) of rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations of the Effectiveness of Disclosure Controls and Internal Controls

Our management, including our Principal Executive Officer and Principal Financial Officer, does not expect that our disclosure controls and internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control.

The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving our stated goals under all potential future conditions; over time, a control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

911
~~Table of Contents~~

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, the Company may become subject to various legal proceedings that are incidental to the ordinary conduct of its business. Although the Company cannot accurately predict the amount of any liability that may ultimately arise with respect to any of these matters, it makes provision for potential liabilities when it deems them probable and reasonably estimable. These provisions are based on current information and legal advice and may be adjusted from time to time according to developments.

We know of no material, existing or pending legal proceedings against our Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

Item 1A. Risk Factors

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item though given the potential impact of the novel coronavirus, management felt it prudent to include the following:

The ~~novel~~effects of the recent COVID-19 coronavirus ~~(COVID-19) global~~ pandemic ~~could adversely impact our business.~~ ~~The emergence of COVID-19 around the world presents significant risks to our Company,~~are not ~~all of which we are able to fully evaluate or even foresee at the current time.~~
~~Both global and local markets have suffered huge public and private financial and economic losses in the past 12 months. While the COVID-19 pandemic did not materially~~immediately known, but may adversely affect our ~~Company’s~~business, results of operations, financial ~~results~~condition, liquidity, and cash flow.
Presently, the impact of COVID-19 has not shown any imminent adverse effects on our business. This notwithstanding, it is still unknown and difficult to predict what adverse effects, if any, COVID-19 can have on our business, ~~operations in~~or against the ~~fiscal quarter ended March 31, 2021, economic~~various aspects of same, or how COVID-19 will continue to effect the world as the virus case numbers rise and ~~health conditions across most~~fall.
As of the ~~globe have changed since the end~~date of ~~the quarter. Our management has had to readjust and act across stages—Resolve, Resilience, Return, Reimagination, and Reform— both in order to address~~ this ~~immediate crisis and to prepare for the next “normal” which will result after the battle against~~Report, COVID-19 coronavirus has been ~~won.~~declared a pandemic by the World Health Organization, has been declared a National Emergency by the United States Government. COVID-19 coronavirus caused significant volatility in global markets. The spread of COVID-19 coronavirus has caused public health officials to recommend precautions to mitigate the spread of the virus, especially as to travel and congregating in large numbers. In addition, certain countries, states and municipalities have enacted, quarantining and “shelter-in-place” regulations which severely limit the ability of people to move and travel and require non-essential businesses and organizations to close. While some places have lessened their “shelter-in-place” restrictions and travel bans, as they are removed there is no certainty that an outbreak will not occur and additional restrictions imposed again in response.
It is unclear how such restrictions, which will contribute to a general slowdown in the global economy, will affect our business, results of operations, financial condition and our future strategic plans. Shelter-in-place and essential-only travel regulations could negatively impact us. The current status of COVID-19 coronavirus closures and restrictions could negatively impact our ability to receive funding from our existing capital sources as each business is and has been affected uniquely.
12
If any of our employees, consultant, customers, or visitors were to become infected we could be forced to close our operations temporarily as a preventative measure to prevent the risk of spread which could also negatively impact our ability to receive funding from our existing capital sources as each business is and has been affected uniquely
In addition, our headquarters are located in Hong Kong which experienced restrictions on individuals and business shutdowns as the result of COVID-19. It is unclear at this time how these ~~challenging times~~restrictions will be continued and/or amended as the pandemic evolves. We are hopeful that COVID-19 closures will have only a limited effect on our ~~Boards~~operations.
General securities market uncertainties resulting from the COVID-19 pandemic.
Since the outset of ~~directors faces difficult challenges including trying~~the pandemic the United States and worldwide national securities markets have undergone unprecedented stress due to ~~keep~~ the ~~levels~~uncertainties of ~~key staff maintained~~the pandemic and ~~survive during~~ the ~~deteriorating~~resulting reactions and outcomes of government, business and the general population. These uncertainties have resulted in declines in all market sectors, increases in volumes due to flight to safety and governmental actions to support the markets. As a result, until the pandemic has stabilized, the markets may not be available to the Company for purposes of raising required capital. Should we not be able to obtain financing when required, in the amounts necessary to execute on our plans in full, or on terms which are economically feasible we may be unable to sustain the necessary capital to pursue our strategic plan and ~~economy. While~~may have to reduce the planned future growth and/or scope of our ~~management team is focused on making rapid decisions~~operations.
Our auditor has raised substantial doubts about our ability to ~~protect employees, address new customers’ concerns~~continue as a going concern and ~~needs, and communicate with shareholders;~~if we are unable to continue our ~~Board is also striving to balance crisis response with thinking beyond the immediate challenges for future performance.~~business, our shares may have little or no value.

The ~~COVID-19 pandemic~~company’s ability to become a profitable operating company is dependent upon its ability to generate revenues and/or obtain financing adequate to fulfill its research and market introduction activities, and achieving a level of revenues adequate to support our cost structure has raised substantial doubts about our ability to continue as a going concern. We plan to attempt to raise additional equity capital by selling shares and, if necessary, through one or more private placement or public offerings.
However, the doubts raised, relating to our ability to continue as a going concern, may make our shares an unattractive investment for potential investors. These factors, among others, may make it difficult to raise any additional capital.
Uncertainties with respect to the PRC legal system could adversely affect us.
The PRC legal system is a civil law system based on written statutes. Unlike the common law system, prior court decisions may be cited for reference but have limited precedential value. The PRC legal system is evolving rapidly, and the interpretations of many laws, regulations and rules may contain inconsistencies and enforcement of these laws, regulations and rules involves uncertainties.
Our Company is incorporated in Nevada and is subject to laws and regulations applicable to Nevada, and our subsidiary Guangzhou Shengjia Trading Co., Ltd (“GST”), is also subject to various Chinese laws and regulations generally applicable to companies incorporated in China. However, since these laws and regulations are relatively new and the PRC legal system continues to rapidly evolve, the interpretations of many laws, regulations and rules are not always uniform and enforcement of these laws, regulations and rules involves uncertainties.
13
From time to time, we may have to resort to administrative and court proceedings to enforce our legal rights. However, since PRC administrative and court authorities have significant discretion in interpreting and implementing statutory and contractual terms, it may be more difficult to evaluate the outcome of administrative and court proceedings and the level of protection we enjoy than in more developed legal systems. Furthermore, the PRC legal system is based in part on government policies and internal rules, some of which are not published on a timely basis or at all, and which may have a retroactive effect. As a result, we may not be aware of our violation of any of these policies and rules until sometime after the violation. In addition, any administrative and court proceedings in China may be protracted, resulting in substantial costs and diversion of resources and management attention. Such uncertainties, including uncertainty over the scope and effect of our contractual, property (including intellectual property) and procedural rights, and any failure to respond to changes in the regulatory environment in China could materially and adversely affect our business and impede our ability to continue our operations.
You may face difficulties in protecting your interests and exercising your rights as a stockholder of ours since we conduct substantially all of our operations in ~~future quarters. These factors~~Hong Kong and all of our officers and directors reside in Hong Kong.
We conduct substantially all of our operations in Hong Kong. All of our current officers and directors reside outside the United States and substantially all of the assets of those persons are located outside of the United States. Because of this factor, it may be difficult for you to conduct due diligence on our company, our executive officers or directors and attend stockholders meetings if the meetings are held in China. As a result, our public stockholders may have ~~far reaching impacts on~~more difficulty in protecting their interests through actions against our management, directors or major stockholders than would stockholders of a corporation doing business entirely or predominantly within the United States.
If we become subject to additional scrutiny, criticism and negative publicity involving U.S.-listed China-based companies, we may have to expend significant resources to investigate and resolve the matter which could harm our business operations, this offering and our reputation and could result in a loss of your investment in our ordinary shares, especially if such matter cannot be addressed and resolved favorably.
Recently, U.S. public companies that have substantially all of their operations in China have been the subject of intense scrutiny, criticism and negative publicity by investors, financial ~~results~~commentators and ~~conditions, directly~~regulatory agencies. Much of the scrutiny, criticism and ~~indirectly, including without limitation impacts on~~negative publicity has centered around financial and accounting irregularities, a lack of effective internal controls over financial accounting, inadequate corporate governance policies or a lack of adherence thereto and, in some cases, allegations of fraud. As a result of the ~~health~~scrutiny, criticism and negative publicity, the publicly traded stock of ~~our Company’s management~~many U.S.-listed China-based companies has decreased in value and, ~~employees, marketing and sales operations, customer and consumer behaviors, and on the overall economy. The scope and nature~~in some cases, has become virtually worthless. Many of these ~~impacts, most~~companies have been subject to shareholder lawsuits and SEC enforcement actions and have conducted internal and external investigations into the allegations. It is not clear what effect this sector-wide scrutiny, criticism and negative publicity will have on us, our business and this offering. If we become the subject of ~~which~~any unfavorable allegations, whether such allegations are ~~beyond~~proven to be true or untrue, we will have to expend significant resources to investigate such allegations and/or defend our ~~Company’s control, continue~~company. This situation may be a major distraction to ~~evolve~~our management. If such allegations are not proven to be groundless, our business operations will be severely hindered and ~~the outcomes are uncertain. Management cannot predict the full impact of the COVID-19 pandemic on~~your investment in our Company’s sales or on economic conditions generally. The ultimate extent of the effects of the COVID-19 pandemic on our Company is highly uncertain and will depend on future developments, and such effectsordinary shares could ~~exist for an extended period of time even after the pandemic.~~be rendered worthless.

Risk of Investing in Hong Kong: Investments in Hong Kong issuers may subject the Fund to legal, regulatory, political, currency, security, and economic risk specific to Hong Kong. China is Hong Kong’s largest trading partner, both in terms of exports and imports. Any changes in the Chinese economy, trade regulations or currency exchange rates, or a tightening of China’s control over Hong Kong, including in connection with recent protests and unrest, may have an adverse impact on Hong Kong’s economy.
14
Risk of Investing in China: Investment exposure to China subjects the Fund to risks specific to China. China may be subject to considerable degrees of economic, political and social instability. Concerns about the rising government and household debt levels could impact the stability of the Chinese economy. China is an emerging market and demonstrates significantly higher volatility from time to time in comparison to developed markets. Over the last few decades, the Chinese government has undertaken reform of economic and market practices, including recent reforms to liberalize its capital markets and expand the sphere for private ownership of property in China. However, Chinese markets generally continue to experience inefficiency, volatility and pricing anomalies resulting from governmental influence, a lack of publicly available information and/or political and social instability. Internal social unrest or confrontations with other neighboring countries, including military conflicts in response to such events, may also disrupt economic development in China and result in a greater risk of currency fluctuations, currency convertibility, interest rate fluctuations and higher rates of inflation. China has experienced security concerns, such as terrorism and strained international relations, as well as major health crises. These health crises include, but are not limited to, the rapid and pandemic spread of novel viruses commonly known as SARS, MERS, and COVID-19 (Coronavirus). Such health crises could exacerbate political, social, and economic risks previously mentioned. Additionally, China is alleged to have participated in state-sponsored cyberattacks against foreign companies and foreign governments. Actual and threatened responses to such activity, including purchasing restrictions, sanctions, tariffs or cyberattacks on the Chinese government or Chinese companies, may impact China’s economy and Chinese issuers of securities in which the Fund invests. Incidents involving China’s or the region’s security, including the contagion of infectious viruses or diseases, may cause uncertainty in Chinese markets and may adversely affect the Chinese economy and the Fund’s investments. Export growth continues to be a major driver of China’s rapid economic growth. Elevated trade tensions between China and its trading partners, including the imposition of U.S. tariffs on certain Chinese goods and increased international pressure related to Chinese trade policy and forced technology transfers and intellectual property protections, may have a substantial impact on the Chinese economy. Reduction in spending on Chinese products and services, institution of additional tariffs or other trade barriers (including as a result of heightened trade tensions between China and the U.S. or in response to actual or alleged Chinese cyber activity), or a downturn in any of the economies of China’s key trading partners may have an adverse impact on the Chinese economy. The continuation or worsening of the current political climate between China and the U.S. could result in additional regulatory restrictions being contemplated or imposed on the U.S. or in China that could impact the Fund’s ability to invest in certain companies. Chinese companies, including Chinese companies that are listed on U.S. exchanges, are not subject to the same degree of regulatory requirements, accounting standards or auditor oversight as companies in more developed countries, and as a result, information about the Chinese securities in which the Fund invests may be less reliable or complete. There may be significant obstacles to obtaining information necessary for investigations into or litigation against Chinese companies and shareholders may have limited legal remedies. Investments in China may be subject to loss due to expropriation or nationalization of assets and property or the imposition of restrictions on foreign investments and repatriation of capital. China has implemented a number of tax reforms in recent years and may amend or revise its existing tax laws and/or procedures in the future, possibly with retroactive effect. Changes in applicable Chinese tax law could reduce the after-tax profits of the Fund, directly or indirectly, including by reducing the after-tax profits of companies in China in which the Fund invests. Uncertainties in Chinese tax rules could result in unexpected tax liabilities for the Fund.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosure

Not Applicable

Item 5. Other Information

None.

1015
~~Table of Contents~~

Item 6. Exhibits

Exhibit Description

The following exhibits are included with this registration statement filing:
Exhibit
Number

ExhibitDescription
3.1

Articles of Incorporation

Filed as exhibit to Form S-1, August 18, 2015
3.2

Amended and Restated Articles of Incorporation

Filed as an exhibit to Def14C on January 18, 2018
3.3

Bylaws

Filed as exhibit to Form S-1, August 18, 2015
10.1
Memorandum between Company and Union Patron Limited dated October 15, 2020
Filed as exhibit 10.1 to Form 8-K filed November 4, 2020
10.2
Agreement between Company and Splendor Radiant Limited
Filed as exhibit 10.2 to Form 8-K filed November 4, 2020
10.3
Memorandum between Ajia Systems Corporation Architecture Solution Limited and Union Patron Limited
Filed as exhibit 10.3 to Form 8-K filed November 4, 2020
10.4
Purchase and Sale Agreement of Jiayu Insurance Finance Limited dated June 29, 2021
Filed as exhibit 10.1 to Form 8-K filed July 2, 2021
31.01

Certification of Principal Executive Officer Pursuant to Rule 13a-14

Filed herewith.
31.02

Certification of Principal Financial Officer Pursuant to Rule 13a-14

Filed herewith.
32.01

CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act

Filed herewith.
32.02

CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act

Filed herewith.
101.INS*

XBRL Instance Document

Filed herewith.
101.SCH*

XBRL Taxonomy Extension Schema Document

Filed herewith.
101.CAL*

XBRL Taxonomy Extension Calculation Linkbase Document

Filed herewith.
101.LAB*

XBRL Taxonomy Extension Labels Linkbase Document

Filed herewith.
101.PRE*

XBRL Taxonomy Extension Presentation Linkbase Document

Filed herewith.
101.DEF*

XBRL Taxonomy Extension Definition Linkbase Document

Filed herewith.

*Pursuant to Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

*Pursuant to Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

1116
~~Table of Contents~~

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

AJIA INNOGROUP HOLDINGS LTD.

Dated: May ~~24, 2021~~23, 2022
By:
/s/ ~~Yip Kwok Fai~~Wong Kwai Lam

~~Yip Kwok Fai (Thomas),~~Wong Kwai Lam,
Chief Executive Officer
(Principal Executive Officer)

Dated: May ~~24, 2021~~23, 2022
By:
/s/ Wai Hing (Samuel) Lai

Wai Hing (Samuel) Lai,
Chief Financial Officer
(Principal Financial and Accounting Officer)

1217

PART I – FINANCIAL INFORMATION

ITEM 1.	FINANCIAL STATEMENTS	F-1

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	4

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK	811

ITEM 4.	CONTROLS AND PROCEDURES	911

PART II – OTHER INFORMATION

ITEM 1.	LEGAL PROCEEDINGS	1012

ITEM 1A.	RISK FACTORS	1012

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	1015

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	1015

ITEM 4.	MINE SAFETY DISCLOSURES	1015

ITEM 5.	OTHER INFORMATION	1015

ITEM 6.	EXHIBITS	1116

Name	Place of incorporation and kind of legal entity	Principal activities and place of operation	Particulars of issued/ registered share capital	Effective interest Held

Splendor Radiant Limited	British Virgin Islands, a limited liability company	Investment holding	1 ordinary share of US$1 each	100%

Ajia Creative Holdings Limited	Hong Kong, a limited liability company	Provision of food and beverage sales system setup and maintenance service	100 ordinary shares for HK$100	100%

Guangzhou Shengjia Trading Co., Ltd	The PRC, a limited liability company	Provision of mobile app back-end support service	HK$1,000,000	100%

Ajia Corporate Systems Architecture Solution Limited	Hong Kong, a limited liability company	Provision of money lending, insurance brokerage and business development trustee service	10,000 ordinary shares for HK$10,000	51%

Tangent Asia Pacific Finance Limited	Hong Kong, a limited liability company	Provision of money lending business	10,000 ordinary shares for HK$10,000	51%

JiaYu Insurance Finance Limited	Hong Kong, a limited liability company	Provision of Insurance agency service	2,500,000 ordinary shares for HK$2,500,000	51%

	Nine months ended March 31,
	2022			2021

Net cash used in operating activities	$	(83,954	)	$	(22,092	)
Net cash provided by investing activities		2,910			--
Net cash provided by financing activities		115,803			20,524

Exhibit Number	ExhibitDescription
3.1	Articles of Incorporation	Filed as exhibit to Form S-1, August 18, 2015
3.2	Amended and Restated Articles of Incorporation	Filed as an exhibit to Def14C on January 18, 2018
3.3	Bylaws	Filed as exhibit to Form S-1, August 18, 2015
10.1	Memorandum between Company and Union Patron Limited dated October 15, 2020	Filed as exhibit 10.1 to Form 8-K filed November 4, 2020
10.2	Agreement between Company and Splendor Radiant Limited	Filed as exhibit 10.2 to Form 8-K filed November 4, 2020
10.3	Memorandum between Ajia Systems Corporation Architecture Solution Limited and Union Patron Limited	Filed as exhibit 10.3 to Form 8-K filed November 4, 2020
10.4	Purchase and Sale Agreement of Jiayu Insurance Finance Limited dated June 29, 2021	Filed as exhibit 10.1 to Form 8-K filed July 2, 2021
31.01	Certification of Principal Executive Officer Pursuant to Rule 13a-14	Filed herewith.
31.02	Certification of Principal Financial Officer Pursuant to Rule 13a-14	Filed herewith.
32.01	CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act	Filed herewith.
32.02	CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act	Filed herewith.
101.INS*	XBRL Instance Document	Filed herewith.
101.SCH*	XBRL Taxonomy Extension Schema Document	Filed herewith.
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document	Filed herewith.
101.LAB*	XBRL Taxonomy Extension Labels Linkbase Document	Filed herewith.
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document	Filed herewith.
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document	Filed herewith.

	AJIA INNOGROUP HOLDINGS LTD.

Dated: May ~~24, 2021~~23, 2022	By:	/s/ ~~Yip Kwok Fai~~Wong Kwai Lam
		~~Yip Kwok Fai (Thomas),~~Wong Kwai Lam, Chief Executive Officer (Principal Executive Officer)