UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
x ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 20172021
or
o ☐ 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
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AJIA INNOGROUP HOLDINGS, LTD |
(Name of registrant in its charter) |
Nevada | 82-1063313 | |
(State or jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
1980 Festival Plaza Drive187 E. Warm Springs Road, Suite 530B307
Las Vegas, NV 8913589119
(Address of principal executive offices)
Phone: (702)360-0652 362-2677
(Registrant'sRegistrant’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:
Common Stock, par value $0.001
(Title of class)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 x ☒ No o☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.(§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o ☒ No x☐
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 |
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Non-accelerated |
| Smaller reporting company |
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Emerging growth company | ☒ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o☐ Yes x☒ No
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter. Not available
APPLICABLE ONLY TO CORPORATE ISSUERS:
As of December 31, 2017February 14, 2022, the registrantCompany had 10,270,000101,120,000 issued and outstanding shares of common stock.
Wigi4You, Inc.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“forward-looking statements. We have based these forward-lookingforward- 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; |
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| · | the ability to successfully complete development and commercialization of sites and our company’s expectations regarding market growth; |
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| · | changes in existing and potential relationships with collaborative partners; |
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| · | the ability to retain certain members of management; |
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| · | our expectations regarding general and administrative expenses; |
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| · | our expectations regarding cash balances, capital requirements, anticipated revenue and expenses, including infrastructure expenses; |
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| · | 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.
2 |
AJIA INNOGROUP HOLDINGS, LTD
TABLE OF CONTENTS
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3 |
PART I – FINANCIAL INFORMATION
Wigi4You, Inc.AJIA INNOGROUP HOLDINGS, LTD
INDEX TO CONDENSED CONSOLIDATED INTERIMFINANCIAL STATEMENT
| F-2 |
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| F-3 |
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Condensed Consolidated |
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Notes to Condensed Consolidated | F-6 |
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F-1 |
Table of Contents |
AJIA INNOGROUP HOLDINGS, LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2021, AND JUNE 30, 2021
(Currency expressed in United States Dollars (“US$”), except for number of shares)
Condensed Consolidated Interim Balance Sheets December 31, 2017 and June 30, 2017 December 31, June 30, 2017 2017 (Unaudited) ASSETS Current assets Cash Account Receivable Prepaid expense Total current assets Non-current assets Intangible asset (Note 4) Total non-current assets Total assets LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Accrued expenses Due to related party (Note 6) Total current liabilities Going Concern (Note 3) Stockholders’ equity Authorized: 75,000,000 common shares, $0.001 par value Issued: 10,270,000, and 7,250,000 shares issued and outstanding as of December 31, 2017 and June 30, 2017 Additional paid-in capital Accumulated deficit Total stockholders’ equity Total liabilities and stockholders’ equity $ 4,898 $ 30 994 - 22,466 790 28,358 820 128,700 - 128,700 - $ 157,058 $ 820 $ 2,485 $ 6,500 118,620 555 121,105 7,055 10,270 7,250 189,400 53,720 (163,717 ) (67,205 ) 35,953 (6,235 ) $ 157,058 $ 820
|
| December 31, 2021 |
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| June 30, 2021 |
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| (Unaudited) |
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| (Audited) |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
| $ | 23,946 |
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| $ | 1,120 |
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Accounts receivable |
|
| 1,264 |
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| 632 |
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Earnest deposit |
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| 105,000 |
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| 105,000 |
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Prepayments and other receivables |
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| 27,310 |
|
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| 0 |
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Total current assets |
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| 157,520 |
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| 106,752 |
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Non-current assets: |
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Plant and equipment, net |
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| 2,594 |
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| 433 |
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Goodwill |
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| 120,916 |
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| 0 |
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TOTAL ASSETS |
| $ | 281,030 |
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| $ | 107,185 |
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LIABILITIES AND STOCKHOLDERS’ DEFICIT |
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Current liabilities: |
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Other payables and accrued liabilities |
| $ | 388,117 |
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| $ | 215,075 |
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Amount due to a related party |
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| 177,285 |
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| 120,672 |
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Total current liabilities |
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| 565,402 |
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| 335,747 |
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Commitments and contingencies |
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| 0 |
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| 0 |
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Stockholders’ deficit: |
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Preferred stock, $0.001 par value, 100,000,000 shares authorized; 1,000 shares issued and outstanding at December 31, 2021 and June 30, 2021 |
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| 1 |
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| 1 |
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Common stock, $0.001 par value; 500,000,000 and 75,000,000 shares authorized; 101,120,000 and 101,120,000 shares issued and outstanding as of December 31, 2021 and June 30, 2021 |
|
| 101,120 |
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| 101,120 |
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Additional paid-in capital |
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| 503,550 |
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| 503,550 |
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Accumulated other comprehensive loss |
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| (1,237 | ) |
|
| (4,368 | ) |
Accumulated deficit |
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| (925,898 | ) |
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| (829,497 | ) |
Total Ajia Innogroup Holdings, Ltd stockholders’ deficit |
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| (322,464 | ) |
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| (229,194 | ) |
Non-controlling interest |
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| 38,092 |
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| 632 |
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Total deficit |
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| (284,372 | ) |
|
| (228,562 | ) |
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TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT |
| $ | 281,030 |
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| $ | 107,185 |
|
TheSee accompanying notes are an integral part of theseto condensed consolidated interim financial statements.
F-2 |
Table of Contents |
AJIA INNOGROUP HOLDINGS, LTD.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
FOR THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2021 AND 2020
(Currency expressed in United States Dollars (“US$”), except for number of shares)
Condensed Consolidated Interim Statements of Operations For the three and six months ended December 31, 2017 and 2016 (Unaudited) For the Three Months Ended For the Six Months Ended December 31, December 31, 2017 2016 2017 2016 Revenue Cost of sales Gross profit Non-operating income Total income Expenses General and administrative expense Finance expense Total expenses Net loss Basic and diluted loss per common share Weighted average number of common shares outstanding - basic and diluted $ 994 $ - $ 13,815 $ - - - 10,256 - 994 - 3,559 - 555 - 555 - 1,549 - 4,114 - 94,437 15,603 100,314 20,005 312 - 312 - 94,749 15,603 100,626 20,005 $ (93,200 ) $ (15,603 ) $ (96,512 ) $ (20,005 ) $ (0.01 ) $ (0.00 ) $ (0.01 ) $ (0.00 ) 7,718,641 7,250,000 7,718,641 6,347,826
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| Three Months ended December 31, |
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| Six Months ended December 31, |
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| 2021 |
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| 2020 |
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| 2021 |
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| 2020 |
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Revenues, net |
| $ | 36,417 |
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| $ | 18,185 |
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| $ | 60,929 |
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| $ | 36,222 |
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Cost of revenue |
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| (10,025 | ) |
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| 0 |
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| (13,109 | ) |
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| 0 |
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Gross profit |
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| 26,392 |
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| 18,185 |
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| 47,820 |
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| 36,222 |
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Operating expenses |
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General and administrative |
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| 31,374 |
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| 26,000 |
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| 93,257 |
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| 63,066 |
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Professional fee |
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| 17,468 |
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| 21,561 |
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| 50,355 |
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| 38,703 |
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Total operating expenses |
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| 48,842 |
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| 47,561 |
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| 143,612 |
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| 101,769 |
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LOSS FROM OPERATIONS |
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| (22,450 | ) |
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| (29,376 | ) |
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| (95,792 | ) |
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| (65,547 | ) |
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Other income: |
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Sundry income |
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| 10 |
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| 8,977 |
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| 10 |
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| 9,051 |
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Interest income |
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| 0 |
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| 0 |
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| 0 |
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| 1 |
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Total other income |
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| 10 |
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| 8,977 |
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| 10 |
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| 9,052 |
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LOSS BEFORE INCOME TAXES |
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| (22,440 | ) |
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| (20,399 | ) |
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| (95,782 | ) |
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| (56,495 | ) |
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Income tax expense |
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| 0 |
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| 0 |
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| 0 |
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| 0 |
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NET LOSS |
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| (22,440 | ) |
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| (20,399 | ) |
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| (95,782 | ) |
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| (56,495 | ) |
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Net profit attributable to non-controlling interest |
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| 13,468 |
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| 0 |
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| 619 |
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| 0 |
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Net loss attribute to Ajia Innogroup Holdings Ltd. |
| $ | (35,908 | ) |
| $ | (20,399 | ) |
| $ | (96,401 | ) |
| $ | (56,495 | ) |
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NET LOSS |
| $ | (22,440 | ) |
| $ | (20,399 | ) |
| $ | (95,782 | ) |
| $ | (56,495 | ) |
Other comprehensive loss: |
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- Foreign currency translation loss |
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| 2,572 |
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| 2,913 |
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| 3,131 |
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| 1,894 |
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COMPREHENSIVE LOSS |
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| (19,868 | ) |
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| (17,486 | ) |
| $ | (92,651 | ) |
| $ | (54,601 | ) |
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Net loss per share – Basic and diluted |
| $ | (0.00 | ) |
| $ | (0.00 | ) |
| $ | (0.00 | ) |
| $ | (0.00 | ) |
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Weighted average common shares outstanding – Basic and diluted |
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| 101,120,000 |
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| 101,120,000 |
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| 101,120,000 |
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| 101,120,000 |
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TheSee accompanying notes are an integral part of theseto condensed consolidated interim financial statements.
F-3 |
Table of Contents |
AJIA INNOGROUP HOLDINGS, LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2021 AND 2020
(Currency expressed in United States Dollars (“US$”))
Condensed Consolidated Interim Statement of Stockholders’ Equity For the six month ended December 31, 2017 and year ended June 30, 2017 (Unaudited) Common Stock ($0.001 par value) Additional Paid-in Accumulated Common Stock Total Stockholders’ Shares Amount Capital Deficit Subscribed Equity Balance at June 30, 2016 Share application money received Common stock issued for cash Net loss for the year ended Balance at June 30, 2017 Common stock issued for cash Common stock issued in exchange for investment Net loss for the period ended December 31, 2017 Balance at December 31, 2017 5,250,000 $ 5,250 $ 15,720 $ (17,566 ) $ 31,000 $ 34,404 - - - - 9,000 9,000 2,000,000 2,000 38,000 - (40,000 ) - - - - (49,639 ) - (49,639 ) 7,250,000 $ 7,250 $ 53,720 $ (67,205 ) $ - $ (6,235 ) 20,000 20 9,980 - - 10,000 3,000,000 3,000 125,700 - - 128,700 - - - (96,512 ) - (96,512 ) 10,270,000 $ 10,270 $ 189,400 $ (163,717 ) - $ 35,953
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| Six Months ended December 31, |
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| 2021 |
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| 2020 |
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Cash flows from operating activities: |
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Net loss |
| $ | (95,782 | ) |
| $ | (56,495 | ) |
Adjustment to reconcile net loss to net cash used in operating activities |
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Depreciation and amortization |
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| 119 |
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| 114 |
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Stock-based compensation |
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Change in operating assets and liabilities: |
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Accounts receivable |
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| 0 |
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| 3,871 |
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Prepayments and other receivables |
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| (26,199 | ) |
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| (11 | ) |
Other payables and accrued liabilities |
|
| 35,649 |
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| 26,468 |
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Net cash used in operating activities |
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| (86,213 | ) |
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| (26,053 | ) |
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Cash flows from investing activities: |
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Purchases of plant and equipment |
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| (154 | ) |
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| 0 |
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Cash from acquisition of a subsidiary |
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| 3,064 |
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| 0 |
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Net cash provided by investing activities |
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| 2,910 |
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| 0 |
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Cash flows from financing activities: |
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Advances from a director |
|
| 102,986 |
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| 23,075 |
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Net cash provided by financing activities |
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| 102,986 |
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| 23,075 |
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Effect of exchange rate changes on cash and cash equivalents |
|
| 3,143 |
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| 1,896 |
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Net change in cash and cash equivalents |
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| 22,826 |
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| (1,082 | ) |
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CASH AND CASH EQUIVALENT, BEGINNING OF PERIOD |
|
| 1,120 |
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| 5,446 |
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CASH AND CASH EQUIVALENT, END OF PERIOD |
| $ | 23,946 |
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| $ | 4,364 |
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SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||||||
Cash paid for income taxes |
| $ | 0 |
|
| $ | 0 |
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Cash paid for interest |
| $ | 0 |
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| $ | 0 |
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TheSee accompanying notes are an integral part of theseto condensed consolidated interim financial statements.
F-4 |
Table of Contents |
AJIA INNOGROUP HOLDINGS, LTD.
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT
FOR THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2021 AND 2020
(Currency expressed in United States Dollars (“US$”), except for number of shares)
Condensed Consolidated Interim Statements of Cash Flows For the six months ended December 31, 2017 and 2016 (Unaudited) For the six months ended December 31, 2017 2016 Cash flow from operating activities Net loss Changes in Operating Assets and Liabilities: (Increase) Decrease in accounts receivable (Increase) Decrease in prepaid expense Increase (Decrease) in accrued expense Increase (Decrease) in due to related party Net cash used in operating activities Cash flow from financing activities Proceeds from stock issued or to be issued Net cash provided by (used in) financing activities Net increase/(decrease) in cash Cash, at beginning of period Cash, at end of period Supplemental cash flow information: Cash paid for interest Cash paid for income taxes $ (96,512 ) $ (20,005 ) (994 ) (12,000 ) (21,676 ) (3,118 ) (4,015 ) - 118,065 - (5,132 ) (35,123 ) 10,000 9,000 10,000 9,000 4,868 (26,123 ) 30 34,369 $ 4,898 $ 8,246 $ - $ - $ - $ -
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| Equity attributable to Ajia Innogroup Holdings, Ltd. |
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| Preferred stock |
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| Common stock |
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| Additional paid-in |
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| Accumulated other comprehensive income |
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| Accumulated |
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| Non-controlling |
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| Total stockholders’ |
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| No. of shares |
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| Amount |
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| No. of shares |
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| Amount |
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| capital |
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| (loss) |
|
| deficit |
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| interest |
|
| deficit |
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Balance as of July 1, 2020 |
|
| 1,000 |
|
| $ | 1 |
|
|
| 101,120,000 |
|
| $ | 101,120 |
|
| $ | 503,550 |
|
| $ | (2,756 | ) |
| $ | (645,235 | ) |
| $ | 0 |
|
| $ | (43,320 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the period |
|
| - |
|
|
| 0 |
|
|
| - |
|
|
| - |
|
|
| 0 |
|
|
| 0 |
|
|
| (36,096 | ) |
|
| 0 |
|
|
| (36,096 | ) |
Foreign currency translation adjustment |
|
| - |
|
|
| 0 |
|
|
| - |
|
|
| - |
|
|
| 0 |
|
|
| (1,019 | ) |
|
| 0 |
|
|
| 0 |
|
|
| (1,019 | ) |
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 |
|
| - |
|
|
| 0 |
|
|
| - |
|
|
| - |
|
|
| 0 |
|
|
| 0 |
|
|
| (20,399 | ) |
|
| 0 |
|
|
| (20,399 | ) |
Foreign currency translation adjustment |
|
| - |
|
|
| 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 | ) |
| $ | 0 |
|
| $ | (97,921 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
|
| 36,841 |
|
|
| 36,841 |
|
Net loss for the period |
|
| - |
|
|
| 0 |
|
|
| - |
|
|
| - |
|
|
| 0 |
|
|
| 0 |
|
|
| (60,493 | ) |
|
| (12,849 | ) |
|
| (73,342 | ) |
Foreign currency translation adjustment |
|
| - |
|
|
| 0 |
|
|
| - |
|
|
| - |
|
|
| 0 |
|
|
| 559 |
|
|
| 0 |
|
|
| 0 |
|
|
| 559 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of September 30, 2021 |
|
| 1,000 |
|
|
| 1 |
|
|
| 101,120,000 |
|
|
| 101,120 |
|
|
| 503,550 |
|
|
| (3,809 | ) |
|
| (889,990 | ) |
|
| 24,624 |
|
|
| (264,504 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the period |
|
| - |
|
|
| 0 |
|
|
| - |
|
|
| - |
|
|
| 0 |
|
|
| 0 |
|
|
| (35,908 | ) |
|
| 13,468 |
|
|
| (22,440 | ) |
Foreign currency translation adjustment |
|
| - |
|
|
| 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 | ) |
TheSee accompanying notes are an integral part of theseto condensed consolidated interim financial statements.
F-5 |
Table of Contents |
WIGI4YOU, INCAJIA INNOGROUP HOLDINGS, LTD.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
DECEMBER 31, 20172021
(Unaudited)
NOTE 1 – NATUREBASIS OF BUSINESSPRESENTATION
Wigi4you,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, 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 December 31, 2021 are not necessarily indicative of the results to be expected for the entire fiscal year ending June 30, 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 Annual Report on Form 10-K for the year ended June 30, 2021, filed with the SEC on September 28, 2021.
NOTE 2 – ORGANIZATION AND BUSINESS BACKGROUND
Ajia Innogroup Holdings, Ltd., formerly “Wigi4you, Inc.” (the Company“Company” or Wigi4you)“AJIA”) was incorporated in the State of Nevada on March 19, 2014. Wigi4youThe 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, Wigi4YouThe Company changed its business plan in 2017 and is currently planning to pursue the business 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 these businesses will be generated from the self-help photo kiosks at which one can do photo printing, WechatWeChat printing, game commemorative photos, copying documents, etc., as well as from consulting contracts.
On December 1, 2017,In June 2021, the Company acquired a ten percent (10%) ownership interest in a collection code projectpurchased 51% shares of JiaYu Insurance Finance limited (“Project”JYIF”), the purpose of which is a licensed Insurance brokerage firm in Hong Kong. JYIF’s primary role is to improveprovide local lump sum universal life, annuity assurance and offshore insurance products both life and non-life, which include compliant US PPLI, UL, and IUL policies, to designated clients asset growth purposes with complied tax solutions. There is a growing need and demand for Asian clients to purchase compliant PPLI, UL, and IUL policies in order to receive tax benefits and investment returns, and 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 marketabilityCompany has a professional technical team as well as US lawyers and market penetration of Alipay Network Technologytax advisors on hand to service these clients as a one-stop shop for all their insurance needs.
In 2021, Guangzhou Shengjia Trading Co., Ltd.Ltd (“Alipay”GST”) collection code system. As a part, subsidiary of AJIA, aims to provide back-end support on project called “Easy Picture Mobile Application” (“Easy Picture”).
F-6 |
Table of Contents |
The details of the agreement,Company’s subsidiaries are described below:
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 issued shares of US$1 each | 100% | ||||
A Jia Creative Holdings Limited | Hong Kong, a limited liability company | Provision of food and beverage sales system setup and maintenance service | 100 issued 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 issued shares for HK$10,000 | 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 $95,782 and suffered from negative cash flows from operations during the period and incurred an accumulated deficit of $925,898 as of December 31, 2021. The continuation of the Company as a going concern through December 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 share 10% of expensesbe successful in securing sufficient funds to sustain the operations.
These and profitother 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 Project (See Note 4).recoverability and classification of assets and liabilities that may result in the Company not being able to continue as a going concern.
F-7 |
|
Table of Contents |
NOTE 24 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
· | Basis of presentation |
A summary of significant accounting policies of Wigi4you is presented to assist
These accompanying condensed consolidated financial statements have been prepared in understanding the Company’s financial statements. The accounting policies presented in these footnotes conform toaccordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”).
· | Use of estimates |
In preparing these condensed consolidated financial statements, management makes estimates and have been consistently appliedassumptions that affect the reported amounts of assets and liabilities in the preparation ofbalance sheets and revenues and expenses during the accompanying financial statements. These financial statements and notes are representations of the Company’s management who are responsible for their integrity and objectivity.periods reported. Actual results may differ from these estimates.
Basis of Presentation
· | Basis of consolidation |
The unaudited financial statements for the period ended December 31, 2017 have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information in accordance with Securities and Exchange Commission (SEC) Regulation S-X rule 8-03. In the opinion of management, the unaudited financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the balance sheet as of December 31, 2017 and the results of operations and cash flows for the period then ended. The financial data and other information disclosed in these notes to the interim financial statements related to the period are unaudited. The results for the period ended December 31, 2017, are not necessarily indicative of the results to be expected for any subsequent quarters or for the entire year ending June 30, 2018.
These unaudited condensed consolidated interim financial statements and notes thereto should be read in conjunction with the Management’s Discussion and the audited consolidated financial statements and notes thereto included ininclude the Annual Report on Form 10-K for the year ended June 30, 2017.
Principles of Consolidation
The consolidated financial statements present the financial position, results of operations and cash flows for Wigi4you, Inc.AJIA and its wholly-owned subsidiaries, Splendor Radiant Corporation, A Jia Creative Holdings Limited,subsidiaries. All significant inter-company balances and Guangzhou Shengjia Trading Co., Ltd. Intercompany transactions and balanceswithin the Company have been eliminated inupon consolidation.
· | Cash and cash equivalents |
Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.
Presentation Currency
· | Plant and equipment |
The Company’s presentation and functional currency is US Dollars (US$). The functional currency of the Company’s subsidiaries, Splendor Radiant Corporation and A Jia Creative Holdings Limited, are in Hong Kong Dollars (“HK$”), and Shengjia Trading Co., Ltd., in Chinese Renminbi (RMB), respectively. All assets and liabilities of the Company are translated into Canadian dollars at the exchange rate prevailing at the balance sheet date. Revenue and expenses are translated at the weighted average exchange rates during the reporting period. The resulting translation adjustments are included in accumulated other comprehensive income.
Gains or losses resulting from transactions denominated in foreign currencies are included in net loss on the statement of operations as incurred. Exchange gains or losses arising from foreign currency transactions are included in the determination of other comprehensive income for the respective periods.
Property and Equipment
PropertyPlant and equipment are carriedstated at cost. 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 | |||
Leasehold improvement | 3 years | ||
Computer equipment | 5 years |
Expenditures for repairs and maintenance and repairs are charged against operations. Renewals and betterments that materially extend the life of the assets are capitalized.expensed as incurred. When assets arehave been retired or otherwise disposed of,sold, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is reflectedrecognized in income for the period.results of operations.
Depreciation expense for the three months ended December 31, 2021 and 2020 were $62 and $57, respectively.
Depreciation expense for the six months ended December 31, 2021 and 2020 were $119 and $114, respectively.
· | Impairment of long-lived assets |
In accordance with the provisions of ASC 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 computed for financial statement purposes onevaluated by a straight-line basis over estimated useful livescomparison of the relatedcarrying 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. The estimated useful lives of depreciable assets are:There has been no impairment charge for the periods presented.
· |
| |
| ||
|
| |
|
| |
|
|
For federal income tax purposes, depreciation is computed under the modified accelerated cost recovery system. For financial statements purposes, depreciation is computed under the straight-line method.
The Company has been in the developmental stage since inception. The Company currently does not have any property and equipment. The above accounting policies will be adopted upon the Company maintains property and equipment.
Cash
For purposes of the statement of cash flows, the Company considers all short-term debt securities purchased with maturity of three months or less to be cash equivalents.
Revenue recognition
The Company’s revenue recognition policies are in compliance with FASB ASC 605-35 “Revenue Recognition”“Revenue Recognition”. Revenue is recognized when a formal arrangement exists, the price is fixed or determinable, all obligations have been performed pursuant to the terms of the formal arrangement and collectability is reasonably assured.
For the Company’s self-serve kiosks, revenue is recognized when each kiosk satisfies the performance obligation by transferring control of the promised goods or services to the customer.
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.
Collaborative arrangements
On December 1, 2017 the Company entered into an agreement with Guangzhou Renhai Technology Co. Ltd. (“Renhai”). Renhai is a service provider involved in a project named “Collection Code” with the sponsor, Alipay (China) Network Technology Co., Ltd. (“Alipay”) (known as the “Project”).
Table of Contents |
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. |
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 220, “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 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-9 |
Table of Contents |
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 six months ended December 31, 2021 and 2020. 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 260 “Earnings per Share”. Basic loss per share is computed by dividing the net loss by the weighted-average number of common shares 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$, in accordance with ASC 830-30, “Translation of Financial Statement”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive income within the statement of stockholders’ equity.
Translation of amounts from its reporting currencies into US$ has been made at the following exchange rates for the respective period:
|
| December 31, 2021 |
|
| December 31, 2020 |
| ||
Period-end HK$:US$1 exchange rate |
|
| 7.7977 |
|
|
| 7.7525 |
|
Period average HK$:US$1 exchange rate |
|
| 7.7842 |
|
|
| 7.7508 |
|
Period-end RMB:US$1 exchange rate |
|
| 6.3641 |
|
|
| 6.5277 |
|
Period average RMB:US$1 exchange rate |
|
| 6.4336 |
|
|
| 6.7693 |
|
F-10 |
Table of Contents |
· | 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 six months ended December 31, 2021 and 2020, 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 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.
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 820-10, “Fair Value Measurements and Disclosures” (“ASC 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, 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-11 |
Table of Contents |
· | Recent accounting pronouncements |
In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2019-12, “Simplifying the Accounting for Income Taxes.” The standard is expected to reduce cost and complexity related to accounting for income taxes. The new guidance eliminates certain exceptions and clarifies and amends existing guidance to promote consistent application among reporting entities. Depending on the amended guidance within this standard, adoption is to be applied on a retrospective, modified retrospective or prospective basis. The Company adopted this standard effective January 1, 2021, and the adoption did not have a material effect on the Company’s consolidated financial statements.
In January 2020, the FASB issued ASU 2020-01, “Clarifying the Interactions between Topic 321, Topic 323, and Topic 815.” The new guidance clarifies the interactions between accounting standards that apply to equity investments without readily determinable fair values. Specifically, it addresses the accounting for the transition into and out of the equity method. The Company adopted this standard effective January 1, 2021 on a prospective basis, and the adoption did not have a material effect on the Company’s consolidated financial statements.
The Company has evaluatedreviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the Renhai agreement and determined that it isfuture adoption of any such pronouncements may be expected to cause a collaborative arrangement under FASB ASC Topic 808, Collaborative Arrangements and that Renhai ismaterial impact on its financial condition or the principal participant; therefore,results of its operations.
NOTE 5 – BUSINESS COMBINATION
On July 1, 2021, the Company will record costs incurred and revenue generated from third parties based oncompleted the percentage earned in the financial statements.acquisition of 51% equity interest of JiaYu Insurance Finance Limited (“JYIF”) (the “Acquisition”). The Company will re-evaluate whether an arrangement qualifies or continues to qualify as a collaborative arrangement whenever there is a change in either the rolestotal consideration of the participants or the participants’ exposure to significant risks and rewards, dependent on the ultimate commercial success of the endeavor.acquisition is $131,352.
The purposepurchase price allocation resulted in $120,916 of goodwill, as below:
Acquired assets: |
| US$ |
| |
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 Project is to improveidentifiable assets acquired and liabilities assumed on the marketability and market penetrationacquisition date. Management of Alipay’s collection code system. Alipay is a mobile phone app owned by Alibaba Group Holding Ltd. Alipay is principally an online payment tool being used in the People’s Republic of China (“PRC”). The Project shall earn revenues by successfully marketing and attracting users to the Alipay mobile app. The Company is responsible for improving the marketability and market penetration of the Project and is entitled to 10% of net profits earned by the Project.
See note 4 and note 5 for impacts that relate to this agreement.
Fair Value of Financial Instruments
The Company applies fair value accounting for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurementsof 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 assetsthe acquisitions are not material and liabilities, which are required to be recorded at fair value, the Company considers the principal or most advantageous markethave been expensed as incurred in which the Company would transactgeneral and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as risks inherent in valuation techniques, transfer restrictions and credit risk. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:administrative expense.
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Level 2 NOTE 6 – Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 – Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability.
In accordance with the fair value accounting requirements, companies may choose to measure eligible financial instruments and certain other items at fair value. The Company has not elected the fair value option for any eligible financial instruments.AMOUNT DUE TO A RELATED PARTY
As of December 31, 2017, the carrying value of cash, accounts receivable, accrued expenses2021 and June 30, 2021, amount due to a related parties approximated fair value due toparty represented temporary advances made by a director of the short-term natureCompany, Ms. WAN Yin Ling, which was unsecured, interest-free and maturityhad no fixed terms of these instruments.repayment.
Use of EstimatesNOTE 7 – INCOME TAXES
The preparation of financial statementsCompany operates in accounting principles generally acceptedvarious 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 requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. A change in managements’ estimates or assumptions could have a material impact on Wigi4You, Inc.’s financial condition and results of operations during the period in which such changes occurred. Actual results could differ from those estimates. Wigi4You, Inc.’s financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented.
NOTE 3 – GOING CONCERN
The Company’s financial statements are prepared using generally accepted accounting principlesCompany is registered in the State of Nevada and is subject to United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company does not have an established source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern.current tax law.
Under the going concern assumption, an entitycurrent BVI law, the Company is ordinarily viewed as continuingnot subject to tax on income.
Hong Kong
For the six months ended December 31, 2021 and 2020, no provision for Hong Kong Profits Tax is provided for, since the Company’s income neither arises in, businessnor 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 foreseeable future with neithersix months ended December 31, 2021 and 2020 are as follows:
|
| Six Months ended December 31, |
| |||||
|
| 2021 |
|
| 2020 |
| ||
|
|
|
|
|
|
| ||
Loss before income taxes |
| $ | (95,333 | ) |
| $ | (56,495 | ) |
Statutory income tax rate |
|
| 16.5 | % |
|
| 16.5 | % |
Income tax impact at the statutory rate |
|
| (15,730 | ) |
|
| (9,322 | ) |
Net operating loss against valuation allowance |
|
| 15,730 |
|
|
| 9,322 |
|
|
|
|
|
|
|
|
|
|
Income tax expense |
| $ | 0 |
|
| $ | 0 |
|
The PRC
For the intention norsix months ended December 31, 2021 and 2020, the necessity of liquidation, ceasing trading, or seeking protection from creditors pursuant to laws or regulations. Accordingly, assetsCompany generated no operating result and liabilities are recorded on the basis that the entity will be able to realize its assets and discharge its liabilities in the normal course of business.accordingly, no provision for income tax has been recorded.
As of December 31, 2017,2021, the Company had a working capital deficitPRC operation incurred $30,144 of $92,747, and an accumulated deficit of $163,717. This condition among others raises substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon its ability to eventually attain profitable operations. The accompanying financial statements do not include any adjustmentsnet operating losses carryforward available for income tax purposes that may be necessaryused 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 Companydeferred tax assets on the expected future tax benefits from the net operating loss carryforwards as the management believes it is unable to continue as a going concern.more likely than not that these assets will not be realized in the future.
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The total valuefollowing table sets forth the significant components of common sharesthe aggregate net deferred tax assets of $128,700 is being amortized over the expected measurement period through December 1, 2020. The unamortized fair value has been recorded as an intangible assetCompany as of December 31, 2017.2021 and June 30, 2021:
|
| December 31, 2021 |
|
| June 30, 2021 |
| ||
Deferred tax assets: |
|
|
|
|
|
| ||
Net operating loss carryforward from: |
|
|
|
|
|
| ||
– United States of America |
| $ | 160,892 |
|
| $ | 160,892 |
|
– Hong Kong |
|
| 42,362 |
|
|
| 26,632 |
|
– The PRC |
|
| 7,536 |
|
|
| 7,424 |
|
Total deferred tax assets |
|
| 210,790 |
|
|
| 194,948 |
|
Less: valuation allowance |
|
| (210,790 | ) |
|
| (194,948 | ) |
Net deferred tax assets |
| $ | 0 |
|
| $ | 0 |
|
As of December 31, 2021, the Company incurred $925,279 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 $210,790 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 six months ended December 31, 2021, the valuation allowance increased by $15,842, primarily relating to net operating loss carryforwards.
NOTE 58 – COMMON STOCKSTOCKHOLDERS’ DEFICIT
On July 10, 2017,(a) Preferred stock
The Company issued 20,000was authorized to issue one hundred million (100,000,000) shares of Common Stock at $0.50preferred stock, par value $0.001 per share. On December 31, 2021, one share for cash proceeds of $10,000.preferred share has been issued.
On December 1, 2017, the(b) Common stock
The Company exchange 3,000,000was authorized to issue five hundred million (500,000,000) shares of its common stock, at apar value of $128,700 to acquire 10% ownership of the Project (See Note 4). This amount has been recorded as an intangible asset.
NOTE 6 – RELATED PARTY TRANSACTIONS$0.001 per share.
As of December 31, 2017,2021 and June 30, 2021, the Company hashad a duetotal of 101,210,000 shares of its common stock issued and outstanding.
NOTE 9 – RELATED PARTY TRANSACTIONS
From time to related parties balancetime, the stockholder and director of $118,620 through advances from shareholders. Thethe 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.
NOTE 7– SUBSEQUENT EVENTAs of December 31, 2021 and June 30, 2021, the balance of $177,285 and $120,672 represented temporary advances by the Director - Wan Yin Ling to the Company, which is unsecured, non-interest bearing, and due on demand.
There is no significant event requiring disclosures.
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NOTE 10 – CONCENTRATIONS OF RISK
The Company is exposed to the following concentrations of risk:
(a) Major customers
For the three and six months ended December 31, 2021 and 2020, 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 December 31, 2021 |
|
|
| December 31, 2021 |
| ||||||
Customers |
| Revenues |
|
| Percentage of revenues |
|
|
| Accounts receivable |
| |||
|
|
|
|
|
|
|
|
|
|
| |||
Customer A |
| $ | 25,051 |
|
|
| 69 | % |
|
| $ | 0 |
|
Customer B |
|
| 6,943 |
|
|
| 19 | % |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total: |
| $ | 31,994 |
|
|
| 88 | % | Total: |
| $ | 0 |
|
|
| Three Months ended December 31, 2020 |
|
|
| December 31, 2020 |
| ||||||
Customers |
| Revenues |
|
| Percentage of revenues |
|
|
| Accounts receivable |
| |||
|
|
|
|
|
|
|
|
|
|
| |||
Customer A |
| $ | 10,146 |
|
|
| 56 | % |
|
| $ | 0 |
|
Customer C |
|
| 6,088 |
|
|
| 33 | % |
|
|
| 0 |
|
Customer D |
|
| 1,951 |
|
|
| 11 | % |
|
|
| 0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total: |
| $ | 18,185 |
|
|
| 100 | % | Total: |
| $ | 0 |
|
|
| Six Months ended December 31, 2021 |
|
|
| December 31, 2021 |
| ||||||
Customers |
| Revenues |
|
| Percentage of revenues |
|
|
| Accounts receivable |
| |||
|
|
|
|
|
|
|
|
|
|
| |||
Customer A |
| $ | 45,092 |
|
|
| 74 | % |
|
| $ | 0 |
|
Customer B |
|
| 6,943 |
|
|
| 11 | % |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total: |
| $ | 52,035 |
|
|
| 85 | % | Total: |
| $ | 0 |
|
|
| Six Months ended December 31, 2020 |
|
|
| December 31, 2020 |
| ||||||
Customers |
| Revenues |
|
| Percentage of revenues |
|
|
| Accounts receivable |
| |||
|
|
|
|
|
|
|
|
|
|
| |||
Customer A |
| $ | 20,210 |
|
|
| 56 | % |
|
| $ | 0 |
|
Customer C |
|
| 12,126 |
|
|
| 33 | % |
|
|
| 0 |
|
Customer D |
|
| 3,886 |
|
|
| 11 | % |
|
|
| 0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total: |
| $ | 36,222 |
|
|
| 100 | % | Total: |
| $ | 0 |
|
These customers are located in Hong Kong.
F-15 |
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(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.
(c) Exchange rate risk
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 December 31, 2021, there were no commitments and contingencies involved.
NOTE 12 – 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 December 31, 2021 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-16 |
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Item 2. Management'sManagement’s Discussion and Analysis of Financial Condition Andand Results Of Operations
THE FOLLOWING DISCUSSION SHOULD BE READ IN CONJUNCTION WITH OUR UNAUDITED FINANCIAL STATEMENTS AND THE RELATED NOTES THAT APPEAR ELSEWHERE IN THIS INTERIM REPORT. THE FOLLOWING DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS THAT REFLECT OUR PLANS, ESTIMATES AND BELIEFS. OUR ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE DISCUSSED IN THE FORWARD LOOKING STATEMENTS. FACTORS THAT COULD CAUSE OR CONTRIBUTE TO SUCH DIFFERENCES INCLUDE THOSE DISCUSSED BELOW AND ELSEWHERE IN THIS INTERIM REPORT.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 December 31, 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 Annual Report on Form 10-K for the year ended June 30, 2021, filed with the Securities and Exchange Commission (the “SEC”) on September 28, 2021.
FORWARD-LOOKING STATEMENTSForward-Looking Statements
Certain statements madeThe information in this reportdiscussion 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 constitute “forward-lookingnot 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 projections about future events”. These forward-looking statementsassumptions, and involve known or unknown risks, uncertainties and other factors that maycould cause the actual results performance, or achievements of the Companyevents to bediffer materially different from any future results, performance or achievementsthose expressed or implied byin the forward-looking statements. In some casesevaluating these statements, you can identify forward-looking statements by terminology such as “may,” “should,” “potential,” “continue,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,”should specifically consider various factors, uncertainties and similar expressions. These statements are based onrisks that could affect our current beliefs, expectations, and assumptions and are subject to a number of risks and uncertainties. Although we believe that the expectations reflected-in the forward-looking statements are reasonable, we cannot guarantee future results levels of activity, performance or achievements. operations. These factors, uncertainties and risks may cause our actual results to differ materially from any forward-looking statements are made as of the date ofstatement set forth in this quarterly report and we assume no obligation to updateon Form 10-Q. You should carefully consider these forward-looking statements whether as a result of new information, future events, or otherwise, other than as required by law. In light of these assumptions, risks and uncertainties the forward-looking events discussed in this report might not occurdescribed and actual results and events may vary significantly from those discussedother 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- Business Development
Wigi4You, Inc.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'sCompany’s administrative address is 1980 Festival Plaza Drive187 E. Warm Springs Road, Suite 530,B307, Las Vegas, NV 89135.Nevada 89119. The telephone number is: (702) 360-0652.
On June 14,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 Ms. Yin Ling (Elaine) Wan was appointedand pursued the business of self-help photo kiosks to be implemented at major convenient locations, such as President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretaryshopping 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 memberbeverage 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 revenue from the licensing of our Board of Directors of our company. On June 14, 2017, Omri Revivo resigned as President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretarysales system and member of our Board of Directors of our company.we provide all necessary training to restaurant staff, system maintenance and updates. In addition, the Company provides system development consulting and training services.
On November 24, 2017, the Board of Directors (the “Board”) accepted the resignation of Ms. Yin Ling (Elaine) Wan as Chief Executive and Chief Financial Officer of the Company. At the same time, the Board elected the following individuals to the following positions: Mr. Zhi Qiang Liang was elected as President, Chief Executive Officer and Director;Director of the Company; Mr. Wai Hing (Samuel) Lai was elected as Chief Financial Officer;Officer of the Company; Shun Ching (Dickson) Wong was elected as a Director;Director and a Member of the Audit Committee of the Company; Ms. Sin Kei (Stella)Stella Hui was elected as a Director;Director and a Member of the Audit Committee; Ms. Kiu Chung (Jacqueline)Jacqueline Tang was elected as Chief Operating Officer;Officer of the Company; Mr. Jeffrey Steward Firestone was elected as Director and Vice President of Investor Relations;Relations of the Company; Dr. Kwai Lam (Terence) Wong was elected as Vice President of Investor Relations and Ms. Yin Ling (Elaine) Wan was elected as Director, Secretary and Treasurer.
4 |
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On December 1, 2017, the Company exchange 3,000,000 shares of its common stock foracquired a ten percent (10%) ownership interest in a collection code project ("Project"(“Project”), the purpose of which is to improve the marketability and market penetration of Alipay Network Technology Co., Ltd. ("Alipay"(“Alipay”) collection code system. Alipay isAs a PRC company. The ownership interestpart of the agreement, the Company will be acquired throughshare 10% of expenses and profit on the Company’sProject.
Effective February 9, 2018, the Board accepted the resignation of Jeffrey S. Firestone from his position as Vice President and director of the Company.
On April 25, 2018, the Company announced that its wholly owned subsidiary, Guangzhou Shengjia Trading Co., Ltd. of Guangzhou, China (“Shengjia”) has entered into an agreement with Guangzhou Renhai Network Technology Co., Ltd. (“Renhai”) in which Shengjia would replace its 10% interest in the Alipay payment code business development project (“Alipay Project”), with a corporation organized under30% interest of Renhai’s new China Mobile project. Renhai has recently reached an agreement with China Mobile Communications Corporation (“China Mobile”) whereby Renhai and China Mobile are to sign an agreement appointing Renhai as one of China Mobile’s marketers in promoting China Mobile’s business products for the laws of PRC.period from April 1, 2018 to September 30, 2018. Renhai’s China Mobile agreement will be extended once certain business targets are fulfilled.
Nevertheless, even with the above remedies, the returns from the projects are still not satisfied by the Company’s management and are far below the estimations made from Renhai to the Company. In this regard, on December 28, 2018, both parties agreed that the agreements between Shengia and Renhai are rescinded and voided. Renhai shall return the Company’s 3,000,000 shares to the Company for cancellation and the Company shall return all the incomes previously received from Renhai. The Company cancelled these 3,000,000 shares of common stock on December 28, 2018.
On July 28, 2018, the Company issued a convertible promissory note in the amount of $300,000.00 to Full Yick International Ltd. Pursuant to the terms the convertible promissory note was convertible into 93,750,000 common shares of the Company at $0.0032 per share on July 31, 2019. On or about August 9, 2019, Full Yick International Ltd. exercised their option to convert the $300,000.00 note into 93,750,000 common shares of the Company, which constitutes approximately 92.8% of the issued and outstanding common shares of the Company, and instructed the Company to issue the shares to approximately 84 shareholders. Of those approximately 84 shareholders, the largest, Full Yick International, Ltd. holds 12,038,723 shares, or approximately 11.9% of the issued and outstanding shares of the Company. There are no arrangements between the members of the former and new control groups and their associates with respect to election of directors or other matters.
On September 20, 2019, Mr. Kin Chung (Ken) Tam was appointed as members of the Board of Directors (the “Board”) of the Company’s Executive directors. Mr. Hung Hin Samuel Leung and Mr. Kwok Fai (Thomas) Yip were appointed as members of the Board of the Company’s Independent and Non-executive directors - Audit committee. On September 20, 2019, Ms. Sin Kei Stella Hui and Mr. Shun Ching (Dickson) Wong were resigned from the member of the Board of the Company.
On March 30, 2020, Splendor Radiant Limited, a wholly-owned subsidiary of the Company 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. Ajia has initially issued 100,000 shares of its common stock to Allied to acquire 50% sharing of the profits in this project. The Board shall then appoint an independent third party to carry out due diligence and valuation of the project and, based upon the recommendation of this valuation report, the Board shall issue additional common shares of Ajia to Allied as fair consideration and compensation to acquire 50% profit sharing interest in the project. The project has not yet commenced.
On September 28, 2020, Mr. Kwok Fai YIP, Thomas (Mr. Yip) was resigned from a member of our Board of Directors of the Company’s Independent and Non-executive directors - Audit committee. Concurrently, Mr. Yip was appointed as the Company’s Executive Director and Vice Chairman. Mr. Yip’s position as the Company’s Independent and non-executive director was immediately replaced by Ms. Kiu Chung Jacqueline Tang (Ms. Tang) who was formerly engaged as the Company’s Chief Operating Officer (“COO”). Ms. Tang resigned from the position of COO concurrently with this appointment.
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On November 17, 2020, subsequent to our year end, Mr. Zhi Qiang Liang resigned as Chief Executive Officer and Mr. Yip was appointed as Chief Executive Officer.
In October 16, 2020, Splendor Radiant Limited entered into a joint venture agreement with its strategic partner, Mr. Tsz Man (Eric) Ngan. Both parties agreed to establish a joint venture relationship in order to collaborate to form a company, Ajia Corporate Systems Architecture Solution Limited (“ACSA”) which Splendor Radiant own 51% of the shares. ACSA has planned to acquire or become business partner in insurance and finance industries, which includes licensed insurance brokerage, trust servicing consulting team and licensed money lender in Hong Kong. ACSA has owned 51% of Tangent Asia Pacific Finance Ltd (“TAPF”), licensed money lender in Hong Kong and willing to develop money lending in Hong Kong and global. TAPF is focusing on the money lending business on second mortgage on property market and lending on crypto assets as collateral that seeks for 8% to 10% return on principle per annum. The Company believes that the finance business in Hong Kong is profitable and has great potential because of the increasing demand for lending on second mortgages on property and cryptocurrency assets.
In June 2021, ACSA purchased 51% shares of Jia Yu 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 offshore insurance products both life and non-life, which include compliant US PPLI, UL, and IUL policies, to designated clients asset growth purposes with complied tax solutions. There is a growing need and demand for Asian clients to purchase compliant PPLI, UL, and IUL policies in order to receive tax benefits and investment returns, and 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 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 2021, Guangzhou Shengjia Trading Co., Ltd (“GST”), subsidiary of AJIA, aims to provide back-end support on project called “Easy Picture Mobile Application” (“Easy Picture”). 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. GST has signed up agreement with a travel agency to use this Easy Picture App, however, execution of the business has been delayed due to COVID-19 and resulting closure of travel.
The details of the Company’s subsidiaries are described below:
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% |
AJIA and its subsidiaries are hereinafter referred to as (the “Company”).
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Business Plan
Business PlanIn 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. 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. Its catering integration system has a crossover sales promotion program with our restaurants and food suppliers’ members to set up an incentive program for their seasonal and festival sales to meet with the HK Government consumption vouchers scheme during the COVID-19. The Company generates revenue from the licensing of its 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%) ownership interest in a collection code project ("Project"(“Project”), the purpose of which is to improve the marketability and market penetration of Alipay Network Technology Co., Ltd. ("Alipay"(“Alipay”) collection code system. The Company plans to acquire additional interest in this project as the project develops.
In additionOn 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 area of data enterprise solutions, cloud and digital trading solutions, combined enterprise syndication planning and solutions, and E-compliance system and enterprise solutions.
Jia Yu Insurance Finance limited
The 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 Alipay collection code project,designated high net worth clients for asset growth purposes (as well as other commercial reasons and purposes).
Introduction
Jiayu Insurance Finance Limited was established in 2014 with the Company is planninggoal of providing professional insurance services to acquire a businesstarget newly arrived immigrants. Because of the rapid changes in the developmentinsurance brokerage market in recent years, we have invited former eminent insurance industry experts to join, with the direction of self-help photo kiosks, which is to be implemented at major convenient locations, suchexpanding the international market for life insurance from onshore and offshore insurers, as shopping mall, buildings nearby subway station, etc. to attract customers to use the service. Arising from the growing needs of identity verification and photos for official processing of formal permit applications (e.g. suchwell as driving license, individual identification card, passport and visa application, and etc.), this new business will implement innovative photo kiosks in major locations in cities to provide economic and convenient self-help service. This type of mini photo kiosks provides a one stop self-help service center to allow the customers to apply varieties of permits through a simple process from the identity verification, photo taking, document scanning, electronic signature to making payment.
The management continues to evaluate the potential of this new self-help photo kiosk business opportunity and believes that this new kiosk business will bring profitable business revenue to the Company as the number of units grows in major cities in China in the future.
The management will have further announcements when there are further developments in these new business opportunities in the future.
Plan of Operationprofessional general insurance.
Our executive and operating officeHong Kong license number is located at Unit 301-302, 3/F, Austin Tower, 152 Austin Road, Tsim Sha Tsui, Kowloon,FB1699 which under register of Licensed Insurance Intermediaries (Firm) by Insurance Authority in Hong Kong. Our management team is located at this office and will have to travel to China regularly to pursue the development of its businesses.
Products and Services
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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 creation of customized risk finance, risk protection and 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 private placement life insurance (PPLI) products with bespoke investment funds and services. Advantage PPLI policies provide clients with bespoke solutions to inter-generational wealth transfer, estate planning, business succession and charitable giving needs.
Results of Operations
Comparison for the Three Months Ended December 31, 20172021 and 2016
Revenues2020
During the three months ended December 31, 2017,2021 and 2020, 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 December 31, 2021, we suffered from a working capital deficit of $407,882. 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 had revenue of $994 (2016: Nil).
Operating Expensesnot being able to continue as a going concern.
The Company’s operating expensesfollowing table sets forth certain operational data for the three months ended December 31, 2017 were $94,7492021, compared to $15,603 for the three months ended December 31, 2016. Operating expenses for the three months ended December 31, 2017 consist of general and administrative expense of $94,437, which includes professional, consulting and filing fees, and finance expenses of $312. Operating expenses for the three months ended December 31, 2016 consist of only general and administrative expense $15,603.2020:
|
| Three months ended December 31, |
| |||||
|
| 2021 |
|
| 2020 |
| ||
|
|
|
|
|
|
| ||
Revenue |
| $ | 36,417 |
|
| $ | 18,185 |
|
Cost of revenue |
|
| (10,025 | ) |
|
| - |
|
Gross profit |
|
| 26,392 |
|
|
| 18,185 |
|
General and administrative expenses |
|
| (31,374 | ) |
|
| (26,000 | ) |
Professional fees |
|
| (17,468 | ) |
|
| (21,561 | ) |
Loss from operation |
|
| (22,450 | ) |
|
| (29,376 | ) |
Total other income |
|
| 10 |
|
|
| 8,977 |
|
Income tax expense |
|
| - |
|
|
| - |
|
NET LOSS |
| $ | (22,440 | ) |
| $ | (20,399 | ) |
Net Profit / Loss
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Revenues
During the three months ended December 31, 20172021, we have derived income of $36,417 (2020: $18,185). This increase is primarily due to an overall increase in monthly sales from the maintenance service from the catering system sales and 2016growth in insurance brokerage transactions. Management anticipates revenues to continue to grow as the revenue trends are positive month over month.
General and administrative expenses
The Company’s general and administrative expenses for the three months ended December 31, 2021 is amounted to $31,374 and for the three months ended December 31, 2020 is amounted to $26,000. This increase is due to the increase in the payroll headcount.
Professional fees
The Company’s professional fees for the three months ended December 31, 2021 is $17,468 and for the three months ended December 31, 2020 is $21,561.
Loss from operation
During the three months ended December 31, 2021 and 2020, the Company hadrecorded the loss from operation of $22,450 and $29,376, respectively.
Net Loss
During the three months ended December 31, 2021 and 2020, the Company recognized net losses of $93,200$22,440 and $15,603,$20,399, respectively.
Comparison for the Six Months Ended December 31, 20172021 and 20162020
|
| Six months ended December 31, |
| |||||
|
| 2021 |
|
| 2020 |
| ||
|
|
|
|
|
|
| ||
Revenue |
| $ | 60,929 |
|
| $ | 36,222 |
|
Cost of revenue |
|
| (13,109 | ) |
|
| - |
|
Gross profit |
|
| 47,820 |
|
|
| 36,222 |
|
General and administrative expenses |
|
| (93,257 | ) |
|
| (63,066 | ) |
Professional fees |
|
| (50,355 | ) |
|
| (38,703 | ) |
Loss from operation |
|
| (95,792 | ) |
|
| (65,547 | ) |
Total other income |
|
| 10 |
|
|
| 9,052 |
|
Income tax expense |
|
| - |
|
|
| - |
|
NET LOSS |
| $ | (95,782 | ) |
| $ | (56,495 | ) |
Revenues
During the six months ended December 31, 2017,2021 we have derived income of $60,929 (2020: $36,222). This increase was primarily due to an overall increase in monthly sales from the Company hadmaintenance service from the catering system sales and growth in insurance brokeage transactions. Management anticipates revenues to continue to grow as the revenue of $13,815 (2016: Nil).trends are positive month over month
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Operating Expenses
General and administrative expenses
The Company’s operatinggeneral and administrative expenses for the six months ended December 31, 2017 were $100,626 compared2021 is amounted to $20,005$93,257 and for the six months ended December 31, 2016. Operating expenses2020 is amounted to $63,066. This increase is due to the increase in the payroll headcount.
Professional fees
The Company’s professional fees for the six months ended December 31, 2017 consist of general2021 is amounted to $50,355 and administrative expense of $100,314, which includes professional, consulting and filing fees, and finance expenses of $312. Operating expenses for the six months ended December 31, 2016 consist of general and administrative expense of $20,005.2020 is amounted to $38,703.
Net Profit / Loss
During the six months ended December 31, 20172021 and 20162020, the Company hadrecognized the net losses of $96,512$95,782 and $20,005,$56,495, respectively.
Cash Used in Operating ActivitiesLiquidity and Capital Resources
At December 31, 2021, we had total current assets of $157,520 which consist of $23,946 in cash and cash equivalents, $1,264 in accounts receivables, $27,310 in deposits and prepayment and $105,000 in earnest deposit. We had total current liabilities of $565,402, which consist of $177,285 due to related party and $388,117 in other payables and accrued liabilities.
At June 30, 2021, we had total current assets of $106,752 which consist of $1,120 in cash and cash equivalents, $632 in prepayment and other receivables and $105,000 in earnest deposit. We had total current liabilities of $335,747, which consist of $215,075 due to related party and $120,672 in other payables and accrued liabilities.
|
| Six months ended December 31, |
| |||||
|
| 2021 |
|
| 2020 |
| ||
|
|
|
|
|
|
| ||
Net cash used in operating activities |
| $ | (86,213 | ) |
| $ | (26,053 | ) |
Net cash provided by investing activities |
|
| 2,910 |
|
|
| - |
|
Net cash provided by financing activities |
|
| 102,986 |
|
|
| 23,075 |
|
Net cash used in operating activities forCash Used In Operating Activities
For the six months ended December 31, 20172021, net cash used in operating activities was $5,132 compared to $35,123 for$86,213, which consisted primarily of a net loss of $95,782, depreciation of plant and equipment of $119, an increase in other payables and accrued liabilities of $35,649 offset by an increase in prepayments and other receivables of $26,199.
For the six months ended December 31, 2016, a decrease of $29,991. The2020, net cash used in operating activities forwas $26,053, which consisted primarily of a net loss of $56,495, depreciation of plant and equipment of $114, a decrease in accounts receivable of $3,871, an increase in other payables and accrued liabilities of $26,468, offset by an increase in prepayments and other receivables of $11.
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.
Net Cash Provided By Investing Activities
For the six months ended December 31, 2017 are mainly attributed to the2021, net loss of $96,512, an increase of $21,676 in prepaid expenses and an increase of $118,065 in due to related party.
Cash Used in Investing Activities
There was no cash used in or provided from investing activities for six months ended December 31, 2017 and 2016.
Cash Provided by Financing Activities
Net cash provided by financinginvesting activities forwas $2,910, which consisted primarily of cash from acquisition of a subsidiary of $3,064 and purchases of plant and equipment of $154.
For the six months ended December 31, 2017 and 20162020, there were $10,000 and $9,000, respectively. Theno investing activities.
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Net Cash Provided By Financing Activities
For the six months ended December 31, 2021, net cash provided by financing activities are mainly attributed to the proceed receivedwas $102,986, consisting primarily of advances from issuance of the Company’s common stock.a director.
Liquidity and Capital Resources
On December 31, 2017,In the Company had total current assetsearly stage of $28,358, which consists of $4,898 in cash, $994 in account receivables and $22,466 in prepaid expense, and had total current liabilities of $121,105, which consists of $2,485 in accrued expenses and $118,620 in due to related party.
As at December 31, 2017, the amounts due to related party were $118,620 compared to $555 as at June 30, 2016. The amounts were unsecured, interest free and have no fixed terms of repayment.
Historically,development, we have financed our cash flow and operations from the sale of common stock and loan from related party. While we will continue to seek out additional capital, there is no assurance that we will be successful in securing additional capital. We recognize that we are dependent on the ability of our management team to obtain the necessary working capital required.
We have limited business activity to generate revenue in preliminary stages 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 lossesloss since our inception on March 19, 2014.2014 through December 31, 2021 totaling $925,898 and have completed only the preliminary stages of our business plan. We anticipate incurring additional losses before realizing substantial growth in revenueany 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 on our financial statements for the year ended June 30, 20172021 includes an explanatory paragraph regarding concerns about our ability to continue as a going concern, including additional information contained in 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.
Recently Issued Accounting Pronouncements
See Note 4 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 for the year ended June 30, 2021. Management believes that there have been no changes in our critical accounting policies during the fiscal quarter ended December 31, 2021.
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Off-Balance Sheet Arrangements
We doare not expect the adoption ofcurrently a party to, or otherwise involved with, any recently issued accounting pronouncementsoff-balance sheet arrangements that have or are reasonably likely to have a significant impactcurrent or future material effect on our netfinancial condition, changes in financial condition, revenues or expenses, results of operations, financial position,liquidity, capital expenditures or cash flows.capital resources.
Off-Balance Sheet ArrangementsContractual Obligations
We have no off-balance sheet arrangements.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
Not RequiredWe 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 4.4. Controls and Procedures
(a) 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 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, evaluatedof the effectiveness of the design and operation of our disclosure controls and procedures (as defined inpursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 Rules 13a-15(e)(“Exchange Act”). Based upon that evaluation, our Principal Executive Officer and 15d-15(e)) as of the end of the period covered by this Quarterly Report on Form 10-Q. In designing and evaluating thePrincipal Financial Officer have concluded that our disclosure controls and procedures were not effective as of December 31, 2021.
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 December 31, 2021, 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, recognizesincluding our Principal Executive Officer and Principal Financial Officer, does not expect that anyour disclosure controls and procedures,internal controls will prevent all error and all fraud. A control system, no matter how well designedconceived and operated, can provide only reasonable, not absolute, assurance that the objectives of achieving the desired control objectives. In addition,system are met. Further, the design of disclosure controls and proceduresa control system must reflect the fact that there are resource constraints, and that management is required to apply its judgment in evaluating the benefits of possible controls and proceduresmust be considered relative to their costs.
Management, including our Principal Executive Officer Because of inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and Principal Financial Officer, assessedinstances of fraud, if any, within the effectivenessCompany have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of our internal control over financial reporting as of December 31, 2017. In making this assessment, management used the criteria set fortha simple error or mistake. Additionally, controls can be circumvented by the Committeeindividual acts of Sponsoring Organizationssome persons, by collusion of two or more people, or by management override of the Treadway Commission (COSO) in Internal Control over Financial Reporting - Guidance for Smaller Public Companies.
We identified the following deficiencies which together constitute material weaknesses in our assessment of the effectiveness of internal control over financial reporting as of December 31, 2017:
The Company is continuing the processdesign of remediating its control deficiencies. However, the material weakness in internal control over financial reporting that has been identified will not be remediated until numerous internal controls are implemented and operate for a period of time, are tested, and the Company is able to conclude that such internal controls are operating effectively. The Company cannot provide assurance that these procedures will be successful in identifying material errors that may exist in the financial statements. The Company cannot make assurances that it will not identify additional material weaknesses in its internal control over financial reporting in the future. Management plans, as capital becomes available to the Company, to increase the accounting and financial reporting staff and provide future investments in the continuing education and public company accounting training of our accounting and financial professionals.
It should be noted that any system of controls however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met. In addition, the design of any control system is also based in part upon certain assumptions about the likelihood of future events. Because of theseevents, and other inherent limitations of control system, there can be no assurance that any design will succeed in achieving itsour stated goals under all potential future conditions.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.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There were no changes in our internal control over financial reporting identified in connection with the evaluation described above during the quarter ended December 31, 2017 that has materially affected or is reasonably likely to materially affect our internal controls over financial reporting.
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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 are not awareknow of anyno material, existing or pending legal proceedings toagainst our Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which we are aany director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or of which our property is the subject. None of our directors, officers, affiliates, any owner of record or beneficially of more than 5% of our voting securities, or any associate of any such director, officer, affiliate or security holder are (i) a party adverse to us in any legal proceedings, or (ii) havehas a material interest adverse to us in any legal proceedings. We are not aware of any other legal proceedings that have been threatened against us.our interest.
AsWe are a smaller reporting company (asas defined inby Rule 12b-2 of the Securities Exchange Act), weAct of 1934 and are not required to provide the information called for byunder this Item 1A.item though given the potential impact of the novel coronavirus, management felt it prudent to include the following:
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, or against the various aspects of same, or how COVID-19 will continue to effect the world as the virus case numbers rise and fall.
As of the date of this Report, COVID-19 coronavirus has been 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.
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 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 operations.
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General securities market uncertainties resulting from the COVID-19 pandemic.
Since the outset of the pandemic the United States and worldwide national securities markets have undergone unprecedented stress due to the uncertainties of the pandemic and the 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 may have to reduce the planned future growth and/or scope of our operations.
Our auditor has raised substantial doubts about our ability to continue as a going concern and if we are unable to continue our business, our shares may have little or no value.
The 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.
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 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 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.
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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 commentators and regulatory agencies. Much of the scrutiny, criticism and 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 scrutiny, criticism and negative publicity, the publicly traded stock of many U.S.-listed China-based companies has decreased in value and, in some cases, has become virtually worthless. Many of these 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 any unfavorable allegations, whether such allegations are proven to be true or untrue, we will have to expend significant resources to investigate such allegations and/or defend our company. This situation may be a major distraction to our management. If such allegations are not proven to be groundless, our business operations will be severely hindered and your investment in our ordinary shares could 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.
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.
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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.
None.
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Item 6. Exhibits
Item 6. ExhibitsExhibit Description
Exhibit DescriptionThe following exhibits are included with this registration statement filing:
Exhibit Number |
| Exhibit Description | ||
Filed as exhibit to Form S-1, August 18, 2015 | ||||
Filed as an exhibit to Def14C on January 18, 2018 | ||||
Filed as exhibit to Form S-1, August 18, 2015 | ||||
Memorandum between Company and Union Patron Limited dated October 15, 2020 | Filed as exhibit 10.1 to Form 8-K filed November 4, 2020 | |||
Filed as exhibit 10.2 to Form 8-K filed November 4, 2020 | ||||
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 | |||
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 | |||
| Filed herewith. | |||
| Filed herewith. | |||
| Filed herewith. | |||
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| Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document). | Filed herewith. | |
101.SCH* | Inline XBRL Taxonomy Extension Schema Document | Filed herewith. | ||
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| Inline XBRL Taxonomy Extension Calculation Linkbase Document | Filed herewith. | |
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| Inline XBRL Taxonomy Extension Labels Linkbase Document | Filed herewith. | |
101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | Filed herewith. | ||
101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | Filed herewith. | ||
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| Cover Page Interactive Data File (formatted as inline XBRL | ||
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________
* XBRL (Extensible Business Reporting Language) informationPursuant to Regulation S-T, this interactive data file is furnished anddeemed not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
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SIGNATURES
SIGNATURES
Pursuant to the requirementsIn accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Dated: February 14, 2022 | By: | /s/ Yip Kwok Fai | |
Yip Kwok Fai (Thomas), Chief Executive Officer (Principal Executive Officer) |
Dated: February 14, 2022 | By: | /s/ Wai Hing (Samuel) Lai | |
Wai Hing (Samuel) Lai, Chief Financial Officer (Principal Financial and Accounting Officer) |
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