UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

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

For the quarterly period ended ~~December 31~~September 30, ~~2019~~

2020

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

For the transition period from ______________ to ______________

Commission file number: 333-206450

AJIA INNOGROUP HOLDINGS, LTD

(Name of registrant in its charter)

Nevada		82-1063313
(State or jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

1980 Festival Plaza Drive Suite 530

Las Vegas, NV 89135

(Address of principal executive offices)

Phone: (702)360-0652

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

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

Securities registered pursuant to Section 12(g) of the Act:

~~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 ¨

☐

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 ¨ ☒ 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	¨ ☐
Non-accelerated filer	¨ ☐	Smaller reporting company	x ☒
		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~~ ¨ 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. ¨

☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨☐ 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 ~~February 14,~~November 18, 2020, the ~~registrant~~Company had ~~101,020,000~~101,120,000 issued and outstanding shares of common stock.

AJIA INNOGROUP HOLDINGS, LTD

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

Factors that might cause these differences include the following:

	·	the integration of multiple technologies and programs;

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

	·	changes in existing and potential relationships with collaborative partners;

	·	the ability to retain certain members of management;

	·	our expectations regarding general and administrative expenses;

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

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

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

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

AJIA INNOGROUP HOLDINGS, LTD

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION

ITEM 1.	FINANCIAL STATEMENTS	F-1

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	4 3

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK	6

ITEM 4.	CONTROLS AND PROCEDURES	7 6

PART II OTHER INFORMATION

ITEM 1.	LEGAL PROCEEDINGS	8 7

ITEM 1A.	RISK FACTORS	8 7

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	8 7

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	8 7

ITEM 4.	MINE SAFETY DISCLOSURES	8 7

ITEM 5.	OTHER INFORMATION	8 7

ITEM 6.	EXHIBITS	9 8

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

AJIA INNOGROUP HOLDINGS, LTD

INDEX TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENT

Condensed Consolidated Balance Sheets		F-2

Condensed Consolidated Statements of Operations ~~and Other Comprehensive Loss~~		F-3

Condensed Consolidated ~~Statement~~Statements of Changes in Stockholders’ ~~Deficit~~Equity		F-4

Condensed Consolidated Statements of Cash Flows		F-5

Notes to Condensed Consolidated Financial Statements		F-6

F-1

Table of Contents

AJIA INNOGROUP HOLDINGS, LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS
December 31, 2019 and June 30, 2019
(Unaudited)

December 31,

June 30,

2019

2019

(Unaudited)

(Audited)

ASSETS

Current assets

Cash and cash equivalents

$ 27,610

$ 31,867

Prepayments and other receivables

826

4,738

Total current assets

28,436

36,605

Non-current assets

Plant and equipment, net

599

��
696

Total assets

$ 29,035

$ 37,301

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current liabilities

Other payables and accrued liabilities

$ 33,727

$ 28,710

Amount due to a related party

135,844

387,665

Total current liabilities

169,571

416,375

Commitments and contingencies

Stockholders’ Deficit

Preferred stock, $0.001 par value, 100,000,000 shares authorized; no shares are issued

-

-

Common stock: $0.001 par value, 500,000,000 shares authorized, 101,020,000 & 7,270,000 shares issued
and outstanding as of December 31, 2019 and June 30, 2019 respectively

$ 101,020

$ 7,270

Additional paid-in capital

398,650

192,400

Accumulated other comprehensive income

794

(458 )
Accumulated deficit

(641,000 )

(578,286 )

Total stockholders’ deficit

(140,536 )

(379,074 )

Total liabilities and stockholders’ deficit

$ 29,035

$ 37,301

AJIA INNOGROUP HOLDINGS, LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS
September 30, 2020 and June 30, 2020
(Unaudited)

	September 30,			June 30,
	2020			2020
	(Unaudited)			(Audited)
ASSETS
Current assets
Cash and cash equivalents	$	6,601		$	5,446
Accounts receivable		-			3,871
Earnest deposit		105,000			105,000
Prepayments and other receivables		123			117

Total current assets		111,724			114,434

Non-current assets
Plant and equipment, net		605			662
Total assets	$	112,329		$	115,096

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Other payables and accrued liabilities	$	70,794		$	50,557
Amount due to a related party		121,969			107,859

Total current liabilities		192,763			158,416

Commitments and contingencies

Stockholders’ Deficit
Preferred stock, $0.001 par value, 100,000,000 shares authorized; 1,000 shares are issued		1			1
Common stock: $0.001 par value, 500,000,000 shares authorized, 101,120,000 and 101,120,000 shares issued and outstanding as of September 30, 2020 and June 30, 2020 respectively	$	101,120		$	101,120
Additional paid-in capital		503,550			503,550
Accumulated other comprehensive loss		(3,774	)		(2,756	)
Accumulated deficit		(681,331	)		(645,235	)

Total stockholders’ deficit		(80,434	)		(43,320	)

Total liabilities and stockholders’ deficit	$	112,329		$	115,096

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

F-2

Table of Contents

AJIA INNOGROUP HOLDINGS, LTD.

Condensed Consolidated Statements of Operations ~~and Other Comprehensive Loss~~

For the three ~~and six~~ months ended ~~December 31,~~September 30, 2020 and 2019 ~~and 2018~~

(Unaudited)

For the Three Months Ended
December 31,

For the Six Months Ended
December 31,

2019

2018

2019

2018

Revenue

$ 10,117

$ 30,000

$ 20,080

$ 30,000

Cost of sales

-

-

-

-

Gross profit

10,117

30,000

20,080

30,000

Expenses

General and administrative expense

39,022

88,752

130,145

43,263

Professional fees

19,876

-

37,745

98,928

Total operating expenses

58,898

88,752

167,890

142,191

Other income

Interest income

3

-

3

-

Sundry income

85,093

126,006

85,093

126,007

Total other income

85,096

126,006

85,096

126,007

Net income/(loss)

$ 36,315

$ 67,254

$ (62,714 )

$ 13,816

Other comprehensive income/(loss)

Foreign currency translation gain/(loss)

(542 )

(47 )

1,252

(103 )

Comprehensive income/(loss)

35,773

67,207

(61,462 )

13,713

Basic and diluted income/(loss) per common share

$ 0.00

$ 0.01

$ (0.00 )

$ 0.00

Weighted average number of common shares outstanding - basic and diluted

101,020,000

9,717,083

79,111,033

10,204,783

	For the Three Months Ended September 30,
	2020			2019

Revenue	$	18,037		$	9,963
Cost of sales		-			-

Gross profit		18,037			9,963

Expenses
General and administrative expense		37,066			91,123
Professional fees		17,142			17,869

Total operating expenses		54,208			108,992

Other income
Sundry income		74			-
Interest income		1			-

Loss before income taxes		(36,096	)		(99,029	)

Income tax expense		-			-

Net loss	$	(36,096	)	$	(99,029	)

Other comprehensive income
Foreign currency translation (loss) gain		(1,018	)		1,794

Other comprehensive loss	$	(37,114	)	$	(97,235	)

Basic and diluted loss per common share	$	(0.00	)	$	(0.00	)

Weighted average number of common shares outstanding - basic and diluted		101,120,000			57,281,955

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

F-3

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~~Condensed Consolidated Statement of Stockholders’ Equity~~

~~For the three and six months ended December 31, 2019 and 2018~~

~~(Unaudited)~~

Common stock

Common stock

Additional

Accumulated
other

Total

No. of
shares

Amount

to be
cancelled

paid-in
capital

comprehensive
income

Accumulated deficit

stockholders’
deficit

Balance as of July 1, 2018

7,270,000

$ 7,270

$ 3,000

$ 189,400

$ 421

$ (333,302 )

$ (133,211 )

Net loss for the period

-

-

-

-

-

13,816

13,816

Foreign currency translation adjustment

-

-

-

-

(103 )

-

(103 )
Shares cancelled

-

-

(3,000 )

(125,700 )

-

-

(128,700 )
Balance as of December 31, 2018

7,270,000

$ 7,270

$ -

$ 63,700

$ 318

$ (319,486 )

$ (248,198 )

Common stock

Common stock

Additional

Accumulated
other

Total

No. of
shares

Amount

to be
cancelled

paid-in
capital

comprehensive
income

Accumulated deficit

stockholders’
deficit

Balance as of October 1, 2018

7,270,000

$ 7,270

$ 3,000

$ 189,400

$ 365

$ (386,740 )

$ (186,705 )

Net profit for the period

-

-

-

-

-

67,254

67,254

Foreign currency translation adjustment

-

-

-

-

(47 )

-

(47 )
Shares cancelled

-

-

(3,000 )

(125,700 )

-

-

(128,700 )
Balance as of December 31, 2018

7,270,000

$ 7,270

$ -

$ 63,700

$ 318

$ (319,486 )

$ (248,198 )
Balance as of July 1, 2019

7,270,000

$ 7,270

$ -

$ 192,400

$ (458 )

$ (578,286 )

$ (379,074 )

Issuance of shares on promissory note

93,750,000

93,750

-

206,250

-

-

300,000

Net loss for the period

-

-

-

-

-

(62,714 )

(62,714 )
Foreign currency translation adjustment

-

-

-

-

1,252

-

1,252

Balance as of December 31, 2019

101,020,000

$ 101,020

$ -

$ 398,650

$ 794

$ (641,000 )

$ (140,536 )
Balance as of October 1, 2019

101,020,000

$ 101,020

$ -

$ 398,650

$ 1,336

$ (677,315 )

$ (176,309 )

Net profit for the period

-

-

-

-

-

36,315

36,315

Foreign currency translation adjustment

-

-

-

-

(542 )

-

(542 )
Balance as of December 31, 2019

101,020,000

$ 101,020

$ -

$ 398,650

$ 794

$ (641,000 )

$ (140,536 )

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

~~F-4~~

~~Table of Contents~~

AJIA INNOGROUP HOLDINGS, LTD.

Condensed Consolidated Statements of ~~Cash Flows~~Changes in Stockholders’ Deficit

For the ~~six~~three months ended ~~December 31,~~September 30, 2020 and 2019 ~~and 2018~~

(Unaudited)

For the six months ended
December 31,

2019

2018

Cash flow from operating activities

Net loss

$ (62,714 )

$ 13,816

Less: Depreciation

97

98

Other non-cash item

-

(103 )
Cash flow from the operating activities

(62,617 )

13,811

Changes in Operating Assets and Liabilities:

Decrease/(increase) in prepayments and other receivables

3,912

(27,235 )
Increase in other payables and accrued liabilities

5,017

17,401

Net cash (used in)/provided by operating activities

(53,688 )

3,977

Cash flow from financing activities

Advance from a director

48,179

125,532

Cancellation of share

-

(128,700 )

Net cash provided by/(used in) financing activities

48,179

(3,168 )

Effect of exchange rate changes on cash and cash equivalents

1,252

-

Net (decrease)/increase in cash

(4,257 )

809

Cash, at beginning of period

31,867

1,816

Cash, at end of period

$ 27,610

$ 2,625

Supplemental cash flow information:

Cash paid for interest

$ -

$ -

Cash paid for income taxes

$ -

$ -

NON-CASH FINANCING AND INVESTING TRANSACTIONS

Shares issued for the settlement of promissory note

$ 300,000

$ -

	Preferred stock				Common stock				Additional		Accumulated other						Total
	No. of shares		Amount		No. of shares		Amount		paid-in capital		comprehensive income (loss)			Accumulated deficit			stockholders’ deficit

Balance as of July 1, 2019		-	$	-		7,270,000	$	7,270	$	192,400	$	(458	)	$	(578,286	)	$	(379,074	)

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

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

Net loss for the period		-		-		-		-		-					(36,096	)		(36,096	)
Foreign currency translation adjustment		-		-		-		-		-		(1,018	)		-			(1,018	)
Balance as of September 30, 2020		1,000	$	1		101,120,000	$	101,120	$	503,550	$	(3,774	)	$	(681,331	)	$	(80,434	)

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

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AJIA INNOGROUP HOLDINGS, LTD.

Condensed Consolidated Statements of Cash Flows

For the three months ended September 30, 2020 and 2019

(Unaudited)

	For the three months ended September 30,
	2020			2019
Cash flow from operating activities
Net loss	$	(36,096	)	$	(99,029	)
Adjustment to reconcile net loss to net cash used in operative activities:
Depreciation		57			48
Changes in Operating Assets and Liabilities:
Decrease in accounts receivable		3,871			-
Increase in prepayments and other receivables		(6	)		(9,764	)
Increase in other payables and accrued liabilities		20,237			8,412

Net cash used in operating activities		(11,937	)		(100,333	)

Cash flow from financing activities
Advance from a director		14,110			85,743

Net cash provided by financing activities		14,110			85,743

Effect of exchange rate changes on cash and cash equivalents		(1,018	)		1,673

Net change in cash and cash equivalents		1,155			(12,917	)

Cash and cash equivalents, at beginning of period		5,446			31,867

Cash and cash equivalents, at end of period	$	6,601		$	18,950

Supplemental cash flow information:
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-

NON-CASH FINANCING AND INVESTING TRANSACTIONS
Shares issued for the settlement of related party loan	$	-		$	300,000

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

F-5

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AJIA INNOGROUP HOLDINGS, LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~DECEMBER~~

SEPTEMBER 30, ~~2019~~

2020

(UNAUDITED)

NOTE 1–BASIS OF PRESENTATION

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

In the opinion of management, the consolidated balance sheet as of June 30, ~~2019~~2020 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, 2019~~September 30, 2020 are not necessarily indicative of the results to be expected for the entire fiscal year ending June 30, ~~2020~~2021 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~~10-K/A for the year ended June 30, ~~2019.~~

2020, filed with the SEC on November 23, 2020.

NOTE 2–ORGANIZATION AND BUSINESS BACKGROUND

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

licensing of our sales system and we provide all necessary training to restaurant staff, system maintenance and updates.

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 issued shares of US$1 each		~~100~~	% 100%
A Jia Creative Holdings Limited	Hong Kong, a limited liability company	Provision of system setup and maintenance services, investment holding	100 issued shares of HK$1 each		~~100~~	% 100%
Guangzhou Shengjia Trading Co., Ltd	The PRC, a limited liability company	Trading business	HK$1,000,000		~~100~~	% 100%

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

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NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited condensed consolidated financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying condensed consolidated financial statements and notes.

·	Use of estimates

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

·	Basis of consolidation

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

·	Cash and cash equivalents

Cash and cash equivalents consist primarily of cash in readily available checking and saving accounts. Cash equivalents consist of highly liquid investments that are readily convertible to cash and that mature within three months or less from the date of purchase. The carrying amounts approximate fair value due to the short maturities of these instruments.

·	Plant and equipment

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

		Expected useful lives
Computer equipment		5 years

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

Depreciation expense for the ~~six~~three months ended ~~December 31,~~September 30, 2020 and 2019 were $57 and ~~2018 were $97and $98,~~$48, respectively.

·	Impairment of long-lived assets

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

·	Revenue recognition

~~The Company’s~~

Under ASU 2014-09, the Company recognizes revenue ~~recognition policies are in compliance with FASB ASC 605-35 “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~~control of the ~~formal arrangement and collectability~~promised goods or services is ~~reasonably assured.~~

transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.

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

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

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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.

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 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.

·	Comprehensive income or loss

ASC Topic 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 consolidated statement of stockholders’ deficit consists of changes in unrealized gains and losses on foreign currency translation. This comprehensive income or loss is not included in the computation of income tax expense or benefit.

·	Income taxes

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

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 ~~years~~three months ended ~~June~~September 30, 2020 and 2019. The Company and its subsidiaries are subject to local and various foreign tax jurisdictions. The Company’s tax returns remain open subject to examination by major tax jurisdictions.

·	Net loss per share

The Company calculates net loss per share in accordance with ASC Topic 260 “ Earnings per Share “. ”. Basic loss per share is computed by dividing the net loss by the weighted-average number of common shares ~~outstanding~~standing 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.

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Table of Contents

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

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

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

2019

2018

Period-end HK$:US$1 exchange rate

7.7872

7.8405

Period average HK$:US$1 exchange rate

7.8267

7.8386

Period-end RMB:US$1 exchange rate

6.9668

6,7691

Period average RMB:US$1 exchange rate

7.0285

6,8027

period:

	2020		2019
Period-end HK$:US$1 exchange rate		7.7503		7.8396
Period average HK$:US$1 exchange rate		7.7509		7.8289
Period-end RMB:US$1 exchange rate		6.8053		7.1360
Period average RMB:US$1 exchange rate		6.9209		7.0150

·	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.

·	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.

·	Fair value of financial instruments

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

The Company also follows the guidance of the ASC Topic 820-10, “ Fair Value Measurements and Disclosures “ ” (“ASC 820-10”), 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

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Table of Contents

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.

·	Recent accounting pronouncements

In ~~February~~June 2016, the Financial Accounting Standards Board (“FASB”) issued ~~Accounting Standards Updates (“ASU”) No. 2016-02, Leases . The main difference between the provisions of~~ ASU No. ~~2016-02 and previous U.S. GAAP is~~2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”). ASU 2016-13 amends the ~~recognition~~impairment model by requiring entities to use a forward-looking approach based on expected losses to estimate credit losses on certain types of right-of-use assets and lease liabilities by lessees for those leases classified as operating leases under previous U.S. GAAP. ASU No. 2016-02 retains a distinction between finance leases and operating leases, and the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee have not significantly changed from previous U.S. GAAP. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize right-of-use assets and lease liabilities. The accounting applied by a lessor is largely unchanged from that applied under previous U.S. GAAP.financial instruments, including trade receivables. In ~~transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. In July~~November 2018, the FASB issued ASU No. ~~2018-11, Leases~~2018-19, “Codification Improvements to Topic 326, Financial Instruments - Credit Losses” (“ASU 2018-19”) which clarifies that receivables arising from operating leases are accounted for using lease guidance and not as financial instruments. In April 2019, the FASB issued ASU No. 2019-04, “Codification Improvements to Topic 326, Financial Instruments - Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments” (“ASU 2019-04”) which clarifies treatment of certain credit losses. In May 2019, the FASB issued ASU No. 2019-05, “Financial Instruments - Credit Losses (Topic ~~842)~~326): Targeted Transition Relief ” (“ASU 2019-05”) which provides an option to irrevocably elect to measure certain individual financial assets at fair value instead of amortized cost. In November 2019, the FASB issued ASU No. 2019-11, “Codification Improvements to Topic 326, Financial Instruments - Credit Losses” (“ASU 2019-11”), which provides guidance around how to report expected recoveries. In February 2020, the Financial Accounting Standards Board issued ASU No. 2020-02, “Financial Instruments - Credit Losses” (Topic 326) (“ASU 2020-02”) which provides updated guidance on how an entity should measure credit losses on financial instruments and delayed the effective date of the original pronouncement for ~~the election of transition methods between the modified retrospective method~~smaller reporting companies. ASU 2016-13, ASU 2018-19, ASU 2019-04, ASU 2019-05, ASU 2019-11 and the optional transition relief method. The modified retrospective method is applied to all prior reporting periods presented with a cumulative-effect adjustment recorded in the earliest comparative period while the optional transition relief method is applied beginning in the period of adoption with a cumulative-effect adjustment recorded in the first quarter of 2019. This ASU is2020-02 (collectively, “ASC 326”) are effective for public ~~business~~ entities ~~in fiscal years, and interim periods within those~~for fiscal years beginning after December 15, ~~2018.~~2019, with early adoption permitted. The ~~Company will adopt this standard when it becomes effective,~~adoption of ASC 326 did not have a material impact on ~~January 1, 2019, and expects to elect~~ the ~~optional transition relief method.~~

~~In June 2016,~~Company’s recognition of financial instruments within the FASB issued ASU No. 2016-13, Credit Losses, Measurement of Credit Losses on Financial Instruments . ASU No. 2016-13 significantly changes how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The standard will replace today’s incurred loss approach with an expected loss model for instruments measured at amortized cost. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings asscope of the beginning of the first reporting period in which the guidance is effective. This ASU is effective for public entities for annual and interim periods beginning after December 15, 2019. Early adoption is permitted for all entities for annual periods beginning after December 15, 2018, and interim periods therein. The Company has not yet determined the impact this standard will have on its financial statements and related disclosures.

standard.

In ~~March~~January 2017, the FASB issued ASU No. ~~2017-08, Receivables—Nonrefundable Fees~~2017-04, “Intangibles - Goodwill and Other ~~Costs: Premium Amortization on Purchased Callable Debt Securities . This~~ (Topic 350) - Simplifying the Test for Goodwill Impairment” (“ASU ~~amends current US GAAP~~2017-04”), which eliminates step two from the goodwill impairment test and instead requires an entity to ~~shorten~~perform its annual, or interim, goodwill impairment test by comparing the ~~amortization period~~fair value of a reporting unit with its carrying amount. An entity still has the option to perform the qualitative assessment for ~~certain purchased callable debt securities held at~~ a ~~premium~~reporting unit to determine if the ~~earliest call date. This standard will replace today’s yield-to-maturity approach, which generally requires amortization of premium over the life of the instrument. This ASU~~quantitative impairment test is necessary. The guidance is effective for ~~public entities for~~ annual ~~and~~or any interim ~~periods~~goodwill impairment tests in fiscal years beginning after December 15, ~~2018. Early~~2019 and should be adopted on a prospective basis. The adoption ~~is permitted as~~ of ~~the beginning of any interim or annual reporting period. The Company does~~ASU 2017-04 did not ~~expect it to~~ have a material effect on the Company’s current financial ~~statements and related~~position, results of operations or financial statement disclosures.

In February 2018, the FASB issued ASU No. 2018-02, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income . This guidance allows companies to reclassify items in accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the H.R.1, “An Act to Provide for Reconciliation Pursuant to Titles II and V of the Concurrent Resolution on the Budget for Fiscal Year 2018” (the “Tax Act”) (previously known as “The Tax Cuts and Jobs Act”). This ASU is effective for all entities for annual and interim periods beginning after December 15, 2018. Early adoption is permitted. Companies may apply the guidance in the period of adoption or retrospectively to each period in which the income tax effects of the Tax Act related to items in accumulated other comprehensive income are recognized. The Company does not expect it to have a material effect on the Company’s financial statements and related disclosures.

~~F-10~~

~~Table of Contents~~

In June 2018, the FASB issued ASU No. 2018-07, Compensation - Stock Compensation: Improvements to Nonemployee Share-Based Payment Accounting . ASU 2018-07 aligns the accounting for share-based payment awards issued to employees and nonemployees. Measurement of equity-classified nonemployee awards will now be valued on the grant date and will no longer be remeasured through the performance completion date. This amendment also changes the accounting for nonemployee awards with performance conditions to recognize compensation cost when achievement of the performance condition is probable, rather than upon achievement of the performance condition, as well as eliminating the requirement to reassess the equity or liability classification for nonemployee awards upon vesting, except for certain award types. This ASU is effective for public entities for annual and interim periods beginning after December 15, 2018. Early adoption is permitted as of the beginning of any interim or annual reporting period. When adopted, the new guidance should be applied to all new grants and other transition provisions are included in the guidance to simplify this adoption for most companies. The Company does not expect it to have a material effect on the Company’s financial statements and related disclosures.

In August 2018, the FASB issued ASU No. 2018-13, “Fair Value Measurement (Topic 820): Disclosure ~~Framework - Changes~~Framework-Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU 2018-13”). ~~As part of~~ASU 2018-13 modifies the ~~FASB’s disclosure framework project, it has eliminated, amended and added~~ disclosure requirements ~~for~~on fair value measurements. Entities will no longer be required to disclose the amount of, and reasons for, transfers between Level 1 and Level 2 of the fair value hierarchy, the policy of timing of transfers between levels of the fair value hierarchy and the valuation processes for Level 3 fair value measurements. Public companies will be required to disclose the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements. This ASU 2018-13 is effective for public entities for ~~annual and interim periods~~fiscal years beginning after December 15, ~~2019. Early~~2019, with early adoption is permitted asfor any removed or modified disclosures. The adoption of ~~the beginning of any interim or annual reporting period. This~~ ASU ~~will~~2018-13 did not have ~~an impact~~a material effect on the Company’s current financial position, results of operations or financial statement disclosures.

In ~~August 2018,~~December 2019, the FASB issued ASU ~~No. 2018-14, Compensation - Retirement Benefits - Defined Benefit Plans - General Disclosure Framework - Changes~~No 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes” (“ASU 2019-12”). ASU 2019-12 removes certain exceptions to the Disclosure Requirements for Defined Benefit Plans . As part of the FASB’s disclosure framework project, it has changed the disclosure requirements for defined pension and other post-retirement benefit plans. The FASB eliminated disclosure requirements related to the amountsgeneral principles in accumulated other comprehensive income expected to be recognized as components of net periodic benefit cost over the next fiscal year, the amount and timing of plan assets expected to be returned to the employer, if any, information related to Japanese Welfare Pension Insurance Law, information about the amount of future annual benefits covered by insurance contracts and significant transactions between the employer or related parties and the plan, and the disclosure of the effects of a one-percentage-point changeTopic 740 in the assumed health care cost trend rates on the (1) aggregate of the service and interest cost components of net periodic benefit costs and the (2) benefit obligation for postretirement health care benefits. Entities will be required to disclose the weighted-average interest crediting rate for cash balance plans and other plans with promised interest crediting rates as well as an explanation of the reasons for significant gains and losses related to changes in the benefit obligation for the period. ThisGenerally Accepted Accounting Principles. ASU 2019-12 is effective for public entities for ~~annual periods~~fiscal years beginning after December 15, ~~2020. Early~~2020, with early adoption ~~is permitted as of the beginning of any annual reporting period. This ASU will have an impact on the Company’s disclosures.~~

In August 2018, the FASB issued ASU No. 2018-15, Intangibles - Goodwill and Other - Internal-Use Software Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract . This ASU requires companies to defer specified implementation costs in a cloud computing arrangement that are often expensed under current US GAAP and recognize these costs to expense over the noncancellable term of the arrangement. This ASU is effective for public entities for annual and interim periods beginning after December 15, 2019. Early adoption is permitted as of the beginning of any interim or annual reporting period.permitted. The Company does not expect itASU 2019-12 to have a material effect on the Company’s current financial ~~statements~~position, results of operations or financial statement disclosures.

In March 2020, the FASB issued ASU 2020-03, “Codification Improvements to Financial Instruments” (“ASU 2020-03”). ASU 2020-03 improves and clarifies various financial instruments topics. ASU 2020-03 includes seven different issues that describe the areas of improvement and the related amendments to GAAP, intended to make the standards easier to understand and apply by eliminating inconsistencies and providing clarifications. The Company adopted ASU 2020-03 upon issuance, which did not have a material effect on the Company’s current financial position, results of operations or financial statement disclosures.

~~Recently Issued~~

In March 2020, the FASB issued ASU No 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting ~~Rules~~

~~In August 2018, the SEC adopted the final rule under SEC Release 33-10532, Disclosure Update~~” (“ASU 2020-04”). ASU 2020-04 provides temporary optional expedients and Simplification , which amended its rules to eliminate, modify, or integrate into other SEC requirements certain disclosure rules. The amendments are part of the SEC’s ongoing disclosure effectiveness initiative. The amendments eliminate redundant and duplicative requirements including, but not limitedexceptions to the ~~ratio of earnings~~US GAAP guidance on contract modifications and hedge accounting to ~~fixed charges, outdated regulatory disclosures, certain accounting policies about derivative instruments~~ease the financial reporting burdens related to the expected market transition from the London Interbank Offered Rate (LIBOR) and ~~specific SEC disclosures that are also required under current US GAAP. The~~other interbank offered rates to alternative reference rates. ASU 2020-04 is effective beginning on March 12, 2020, and the Company may elect to apply the amendments may expand current disclosures for certain companies, specifically the requirement to disclose the change in stockholders’ equity for the current and comparative quarter and year-to-date interim periods. The amended rules will become effective November 5, 2018 and will be applied to any filings after that date. On September 25, 2018, the SEC released guidance advising it will not object to a registrant adopting the requirement to include changes in stockholders’ equity in the Form 10-Q for the first quarter beginning after the effective date of the rule.prospectively through December 31, 2022. The Company does not expect ~~these final rules~~ASU 2020-04 to have a material ~~impact on its disclosures and financial statements.~~

~~F-11~~

~~Table of Contents~~

~~Recently Adopted Accounting Pronouncements~~

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers . ASU 2014-09 became effective for annual reporting periods beginning after December 15, 2017. The Company adopted this standard on January 1, 2018. See Note 2: Revenue for further discussion, including the impacteffect on the Company’s ~~condensed consolidated~~current financial ~~statements and required~~position, results of operations or financial statement disclosures.

In February 2017, the FASB issued No. ASU 2017-05, Other Income—Gains and Losses from the Derecognition of Nonfinancial Assets: Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets . ASU 2017-05 was issued to provide clarity on the scope and application for recognizing gains and losses from the sale or transfer of nonfinancial assets, and should be adopted concurrently with ASU 2014-09, Revenue from Contracts with Customers . This ASU became effective for public entities for annual and interim periods beginning after December 15, 2017. The Company adopted this standard on January 1, 2018. The adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements or related disclosures.

In March 2016, the FASB issued ASU No. 2016-04, Liabilities-Extinguishment of Liabilities: Recognition of Breakage for Certain Prepaid Stored Value Products . ASU No. 2016-04 contains specific guidance for the derecognition of prepaid stored-value product liabilities within the scope of this ASU. This ASU became effective for public entities for annual and interim periods beginning after December 15, 2017. The Company adopted this standard on January 1, 2018. The adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements or related disclosures.

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows - Classification of Certain Cash Receipts and Cash Payments . ASU No. 2016-15 is intended to reduce diversity and clarify the classification of how certain cash receipts and cash payments are presented in the statement of cash flows. This ASU became effective for public entities for annual and interim periods beginning after December 15, 2017. The Company adopted this standard on January 1, 2018. The adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements or related disclosures.

In October 2016, the FASB issued ASU No. 2016-16, Income Taxes: Intra-Entity Transfers of Assets Other Than Inventory. ASU No. 2016-16 requires entities to account for the income tax effects of intercompany sales and transfers of assets other than inventory when the transfer occurs rather than current guidance which requires companies to defer the income tax effects of intercompany transfers of an asset until the asset has been sold to an outside party or otherwise recognized. This ASU became effective for public entities for annual and interim periods beginning after December 15, 2017. The Company adopted this standard on January 1, 2018. The adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements or related disclosures.

In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows - Restricted Cash . ASU No. 2016-18 requires entities to show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. When cash, cash equivalents, restricted cash and restricted cash equivalents are presented in more than one line item on the balance sheet, a reconciliation of the totals in the statement of cash flows to the related captions in the balance sheet is required. This ASU became effective for public entities for annual and interim periods beginning after December 15, 2017. Early adoption was permitted as of the beginning of any interim or annual reporting period. The adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements or related disclosures.

In January 2017, the FASB issued ASU No. 2017-01, Business Combinations: Clarifying the Definition of a Business . ASU No. 2017-01 most significantly revises guidance specific to the definition of a business related to accounting for acquisitions. Additionally, ASU No. 2017-01 also affects other areas of US GAAP, such as the definition of a business related to the consolidation of variable interest entities, the consolidation of a subsidiary or group of assets, components of an operating segment, and disposals of reporting units and the impact on goodwill. This ASU became effective for public entities for annual and interim periods beginning after December 15, 2017. The Company adopted this standard on January 1, 2018. The adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements or related disclosures.

~~F-12~~

~~Table of Contents~~

In February 2017, the FASB issued ASU No. 2017-07, Compensation—Retirement Benefits: Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost . ASU 2017-07 requires sponsors of benefit plans to present the service cost component of net periodic benefit cost in the same income statement line or items as other employee costs and present the remaining components of net periodic benefit cost in one or more separate line items outside of income from operations. This ASU also limits the capitalization of benefit costs to only the service cost component. This ASU became effective for public entities for annual and interim periods beginning after December 15, 2017. The Company adopted this standard on January 1, 2018. As a result of the retrospective adoption of this standard, for the three and nine months ended December 31, 2017 , the Company reclassified $0.1 million and $0.2 million , respectively, from marketing, general and administrative expense to other income (expense). The service cost component of periodic benefit cost is the only cost that remains in income from operations; all other periodic benefit costs, including interest cost, expected return on plan assets and amortization of amounts deferred from previous periods are now reflected outside of income from operations and reflected in the other income (expense) line item on the Company’s condensed consolidated statements of operations. There were no other changes to the Company’s condensed consolidated financial statements or disclosures.

In May 2017, the FASB issued ASU No. 2017-09, Compensation—Stock Compensation: Scope of Modification Accounting. This ASU clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as modifications. Under the new guidance, a company will apply modification accounting only if the fair value, vesting conditions or classification of the award change due to a modification in the terms or conditions of the share-based payment award. This ASU became effective for public entities for annual and interim periods beginning after December 15, 2017. The Company adopted this standard on January 1, 2018. The adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements or related disclosures.

In July 2017, the FASB issued ASU No. 2017-11, I. Accounting for Certain Financial Instruments With Down Round Features and II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests With a Scope Exception. Part I of this ASU reduces the complexity associated with accounting for certain financial instruments with down round features. Part II of this ASU recharacterizes the indefinite deferral provisions described in Topic 480: Distinguishing Liabilities from Equity. It does not have an accounting effect. This ASU is effective for public entities for annual and interim periods beginning after December 15, 2018. Early adoption is permitted as of the beginning of any interim or annual reporting period. The Company adopted this ASU on October 1, 2017. The Company evaluated its debt and related derivative instruments and determined that this standard did not have an impact on the Company’s condensed consolidated financial statements or related disclosures.

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

NOTE 4 – GOING CONCERN

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

The Company has experienced a net loss of ~~$62,714~~$36,096 and negative operating cash flows of ~~$53,688~~$11,937 for the period ended ~~December 31, 2019.~~September 30, 2020. Also, at ~~December 31, 2019,~~September 30, 2020, the Company has incurred an accumulated deficit of ~~$641,000.~~

$676,031.

The continuation of the Company as a going concern through ~~December 31, 2020~~September 30, 2021 is dependent upon the continued financial support from its stockholders. Management believes the Company is currently pursuing additional financing for its operations. However, there is no assurance that the Company will be successful in securing sufficient funds to sustain the operations.

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

~~F-13~~F-10

Table of Contents

NOTE 5 – PREFERRED STOCK AND COMMON STOCK

(A) Preferred stock

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

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

On ~~December 31, 2019~~April 7, 2020, the Company approved to issue 1,000 shares of Series A Preferred Stock to Ms. Yin Ling WAN ("Ms. Wan"), the Company’s Executive Director, Company Secretary and ~~2018, none~~treasurer. Ms. Wan has advance significant capital and expended significant time to the company without compensation.

As of September 30, 2020 and June 30, 2020, the Company had a total of 1,000 shares of its preferred ~~shares have been issued.~~

stock issued and outstanding.

(B) Common stock

Shares authorized

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

Common stock issued

~~As of December 31, 2019 and June 30, 2018, the Company had a total of 101,020,000 and 7,270,000 shares of its common stock issued and outstanding.~~

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

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

As of September 30, 2020 and June 30, 2020, the Company had a total of 101,120,000 shares of its common stock issued and outstanding.

~~F-14~~F-11

Table of Contents

NOTE 6 – RELATED PARTY TRANSACTIONS

From time to time, the stockholder and director of the Company advanced funds to the Company for working capital purpose. Those advances are unsecured, non-interest bearing and due on demand. The imputed interest on the loan from a related party was not significant.

As of ~~December 31, 2019,~~September 30, 2020, the balance ~~$135,844~~of $121,969 related to the loan account of ~~the Director~~a director - Wan Yin Ling. The loan is unsecured, non-interest bearing, and ~~due on demand.~~

has no fixed terms of repayment.
NOTE 7 – COMMITMENTS AND CONTINGENCIES
As of September 30, 2020, the Company has no material commitments or contingencies.
On September 28, 2020, the Company decided to form a 51% holding joint venture company with an independent third party, namely AJIA Corporate Systems Architecture Solution Ltd (“Ajia Corporate”). Ajia Corporate is a company registered in Hong Kong and it shall sign Memorandum of Understanding (“MOU”) with another independent third party soon. With this MOU, the Company is expecting to expand its business developments in the following areas:
1.
Big Data Strategic enterprise solution,
2.
Cloud and digital trading solution,
3.
Combined enterprise syndication planning and solution, and
4.
E-compliance system and enterprise solutions.

NOTE 8 – 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, 2019~~September 30, 2020 up through the date the Company issued the audited consolidated financial statements. During the period, the Company did not have any material recognizable subsequent events.

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

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

~~F-15~~F-12

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

THE FOLLOWING DISCUSSION SHOULD BE READ IN CONJUNCTION WITH OUR AUDITED FINANCIAL STATEMENTS AND THE RELATED NOTES THAT APPEAR ELSEWHERE IN THIS ANNUAL REPORT. THE FOLLOWING DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS THAT REFLECT OUR PLANS, ESTIMATES AND BELIEFS. OUR ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE DISCUSSED IN THE FORWARD LOOKING STATEMENTS. FACTORS THAT COULD CAUSE OR CONTRIBUTE TO SUCH DIFFERENCES INCLUDE THOSE DISCUSSED BELOW AND ELSEWHERE IN THIS ANNUAL REPORT.

~~FORWARD-LOOKING STATEMENTS~~

~~Certain~~

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed financial statements ~~made~~and related notes included in this ~~report~~Quarterly Report on Form 10-Q and the audited financial statements and notes thereto as of and for the year ended June 30, 2020 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/A for the year ended June 30, 2020, filed with the Securities and Exchange Commission (the “SEC”) on November 23, 2020.

Forward-Looking Statements

The information in this discussion contains forward-looking statements and information within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the securities Exchange Act of 1934, as amended, (the “Exchange Act”), which are subject to the “safe harbor” created by those sections. The words “anticipated,” “believes,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “will,” “should,” “could,” “predicts,” potential,” continue,” “would,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. We may ~~constitute “forward-looking~~not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements that we make. The forward-looking statements are applicable only as of the date on which they are made, and we do not assume any obligation to update any forward-looking statements. All forward-looking statements in this Form 10-Q are made based on our current expectations, forecasts, estimates and ~~projections about future events~~ ~~“. These forward-looking statements~~assumptions, and involve ~~known or unknown~~ risks, uncertainties and other factors that ~~may~~could cause ~~the actual~~ results ~~performance,~~ or ~~achievements of the Company~~events to bediffer materially ~~different~~ from ~~any future results, performance or achievements~~those expressed ~~or implied by~~in the forward-looking statements. In ~~some cases~~evaluating 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 on~~risks 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 of~~statement set forth in this quarterly report ~~and we assume no obligation to update~~on 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 occur~~described and ~~actual results and events may vary significantly from those discussed~~other information contained in the reports we file with or furnish to the SEC before making any investment decision with respect to our securities. All forward-looking statements .

attributable to us or persons acting on our behalf are expressly qualified in their entirety by this cautionary statement.

Overview

Business Development

Ajia was incorporated in the State of Nevada on March 19, 2014, and our fiscal year end is June 30. The Company’s administrative address is 1980 Festival Plaza Drive Suite 530, Las Vegas, NV 89135. The telephone number is: (702) 360-0652 .

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~~the Company changed its business plan in 2017 and ~~is currently planning to pursue~~pursued the business ~~in having~~of self-help photo kiosks to be implemented at major convenient locations, such as shopping mall, buildings near subway stations, etc. to attract customers to use the service.

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

Ajia has only limited cash on hand. We have sustained losses since inception and have relied solely upon the sale of our securities and loans from our corporate officer and director for funding.

Ajia has never declared bankruptcy, been in receivership, or involved in any kind of legal proceeding. Ajia, its director, officer, and affiliates have not and do not intend to enter into negotiations or discussions with representatives or owners of any other businesses or companies regarding the possibility of an acquisition or merger. The ~~main~~Company has no promoters.

In March 2020, the World Health Organization categorized Coronavirus Disease 2019 (“COVID-19”) as a pandemic. The extent of the impact of the COVID-19 outbreak on our operational and financial performance will depend on certain developments, including the duration and spread of the outbreak, its impact on our customers and vendors, and the range of governmental and community reactions to the pandemic, which are uncertain and cannot be fully predicted at this time.

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Business Plan

In September 2017, the Company began exploring a business plan for a sales system for food and beverage products also sometimes referred to as a catering integration system. 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 ~~for these businesses will be generated~~ from the ~~self-help photo kiosks at which one can do photo printing, Wechat printing, game commemorative photos, copying documents, etc., as well as from consulting contracts.~~

~~On November 24, 2017, the Board~~licensing of ~~Directors (the “Board”) accepted the resignation of Ms. Elaine Yin Ling Wan as Chief Executive~~our sales system and ~~Chief Financial Officer of the Company. At the same time, the Board elected the following individuals~~we provide all necessary training to ~~the following positions: Mr. Zhi Qiang Liang was elected as President, Chief Executive Officer~~restaurant staff, system maintenance and Director of the Company; Mr. Wai Hing Samuel Lai was elected as Chief Financial Officer of the Company; Shun Ching (Dickson) Wong was elected as a Director and a Member of the Audit Committee of the Company; Ms. Sin Kei Stella Hui was elected as a Director and a Member of the Audit Committee; Ms. Kiu Chung Jacqueline Tang was elected as Chief Operating Officer of the Company; Mr. Jeffrey Firestone was elected as Director and Vice President of Investor Relations of the Company; Dr. Kwai Lam Terence Wong was elected as Vice President of Investor Relations and Elaine Yin Ling Wan was elected as Director, Secretary and Treasurer.

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”) collection code system. As a part of the agreement, the Company will share 10% of expenses and profit on the Project.~~

~~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 30% 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 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.

The Company’s activities are subject to significant risks and uncertainties including failing to secure additional funding to operationalize the Company’s website and apps before another company develops similar websites or apps.

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

~~Table of Contents~~

~~Business Plan~~

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

~~In addition to the Alipay collection code project,~~

On October 15, 2020, the Company ~~is planning to acquire~~ratified entry into a ~~business in~~Memorandum of Understanding with Union Patron Limited for the ~~development~~formation of self-help photo kiosks, which is to be implemented at major convenient locations, such 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. such as driving license, individual identification card, passport and visa application, and etc.holding joint venture company, AJIA Corporate Systems Architecture Solution Ltd (“Ajia Corporate”), 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, and electronic signature to making payment.

~~Furthermore,~~which the Company shall own a 51% interest in. Ajia Corporate is ~~now under negotiation with some restaurants~~a company registered in Hong Kong and intends to ~~provide IT services and solutions~~enter a Memorandum of Understanding (“MOU”) to ~~them. The Company’s management expects that service contracts shall be concluded and more future incomes shall be received upon these services.~~

~~The management will have further announcements when there are further~~expand its business developments in ~~these new business opportunities in~~ the ~~future.~~

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

Principal Products, Services and Their Markets

In ~~previous~~last year, our business plan ~~was~~consisted of the sales and licensing of our point of sales system for food and beverage products also sometimes referred to ~~create~~as a ~~website and an independent mobile application that enabled consumers~~catering integration system, which we offer in Hong Kong. We hope to ~~find the best performers, entertainers, bands, speakers and event services easily and which are expected to be accessible for everyone~~expand our markets outside of Hong Kong in the ~~United States~~future.

Competitive Business Conditions and Canada. Nevertheless, the management attempts to invest in other IT project and considers acquiring the self-help photo kiosks In recent periods, the management has actively sought business opportunities; however, due to the unstable business and social environments in Hong Kong, the management has experienced hard time to make the Company’s business expansion and growth; however, as mentioned above, the management is still actively look other new business opportunitiesStrategy; Position in the ~~future.~~

~~Status~~Industry

Ajia intends to establish itself as a competitive company in the point of ~~Publicly Announced New Products or Services~~

~~Ajia currently has no new publicly announced products or~~sale technology market. Ajia’s main competitors are firms offering similar technologies and services.

Our largest competitors are Multiable and MasterSoft.

Patents, Trademarks, Licenses, Agreements or Contracts

~~There~~

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

Governmental Controls, Approval and Licensing Requirements

~~None~~

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

Research and Development Activities and Costs

We have spent no time on specialized research and development ~~activities.~~

activities, and have no plans to undertake any research or development in the future.

Number of Employees

~~Ajia~~

The Company has no significant employees other than our officers and ~~where necessary in expanding~~directors and one employee who is responsible for the ~~Company’s business,~~accounting and general administrative matters. In addition, the Company ~~may consider hiring~~outsources its financial and management matters to various management consultants during the year. We intend to increase the size of our management team and hire additional ~~employees.~~

employees in the future to manage the continued growth of our company and to increase our sales force and marketing efforts.
4
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Plan of Operation

Ajia have limited business activity to generate revenue in preliminary stages and also no significant assets. Our executive offices are located at Room 1001, 10/F., Grandmark, No.10 Granville Road, Tsim Sha Tsui, Hong Kong. The office is a location at which the Company receives mail, has office services and can hold meetings. Our officer, Ms. Wan Yin Ling, Elaine, works on Company business in Hong Kong.

Results of Operations

Comparison for the Three Months Ended ~~December 31~~September 30, ~~2019~~2020 and ~~2018~~201

Revenues

During the three months ended ~~December 31, 2019,~~September 30, 2020, we have derived income of ~~$10,117 (2018: $30,000)~~$18,037 (2019: $9,963).

This increase was primarily due to an overall increase in monthly sales from the maintenance service from the catering system sales. Management anticipates revenues to continue to grow as the revenue trends are positive month over month

Operating Expenses

The Company’s operating expenses for the three months ended ~~December 31, 2019~~September 30, 2020 is ~~$58,898~~$54,208 and for the three months ended ~~December 31, 2018~~September 30, 2019 is ~~$88,752.~~

$108,992.

Net ~~Income (Loss)~~

Loss

During the three months ended ~~December 31,~~September 30, 2020 and 2019, ~~and 2018~~ the ~~company recognized net income $36,315and $67,254 respectively.~~

~~Comparison for the~~ ~~Six~~ ~~Months Ended~~ ~~December 31~~~~, 2019 and 2018~~

~~Revenues~~

~~During the six months ended December 31, 2019, we have derived income of $20,080 (2018: $30,000).~~

~~Operating Expenses~~

~~The Company’s operating expenses for the six months ended December 31, 2019 is $167,890 and for the six months ended December 31, 2018 is $142,191.~~

~~Net Income (Loss)~~

~~During the six months ended December 31, 2019 and 2018 the company~~Company recognized net losses ~~$62,714~~$36,096 and ~~net income of $13,816~~$99,029 respectively.

Liquidity and Capital Resources

~~As at December 31, 2019,~~

On September 30, 2020, we had total current assets of ~~$28,436~~$111,724 which consist of ~~$27,610~~$6,601 in Cash, ~~and $826~~$123 in prepayment and other ~~receivables.~~receivables and $105,000 earnest deposit. We had total current liabilities of ~~$169,571,~~$187,464, which consist of ~~$135,844~~$121,969 due to related party and ~~$33,727~~$65,495 in other payables and accrued liabilities.

~~Table of Contents~~

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 loss since our inception on March 19, 2014 through ~~December 31, 2019~~September 30, 2020 totaling ~~$641,000~~$676,031 and ~~experienced a net loss of $62,714 and negative operating cash flows of $53,688 for the period ended December 31, 2019. We~~ have completed only the preliminary stages of our business plan. We anticipate incurring additional losses before realizing any revenues and will depend on additional financing in order to meet our continuing obligations and ultimately, to attain profitability. Our ability to obtain additional financing, whether through the issuance of additional equity or through the assumption of debt, is uncertain. Accordingly, our independent auditors’ report on our financial statements for the year ended June 30, ~~2019~~2020 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 3 to our unaudited condensed consolidated financial statements, included in Part I, Item 1, Financial Information for this quarterly report on Form 10-Q.

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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 dobase 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 ~~expect~~be readily apparent from other sources. Actual amounts could differ significantly from amounts previously estimated. For a discussion of our critical accounting policies, refer to Part I, item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our annual report on Form 10-K/A for the ~~adoption of~~year ended June 30, 2020. Management believes that there have been no changes in our critical accounting policies during the three months ended September 30, 2020.

Off-Balance Sheet Arrangements

We are not currently a party to, or otherwise involved with, any ~~recently issued accounting pronouncements~~off-balance sheet arrangements that have or are reasonably likely to have a ~~significant impact~~current or future material effect on our ~~net~~financial condition, changes in financial condition, revenues or expenses, results of operations, ~~financial position,~~liquidity, capital expenditures or ~~cash flows.~~

~~Off-Balance Sheet Arrangements~~

capital resources.

Contractual 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 Required~~

~~Table of Contents~~

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

Item 4. Controls and Procedures

~~EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES~~

~~As required by Rule 13a-15/15d-15 under the Securities~~

Evaluation of Disclosure Controls and Exchange Act of 1934,as amended (the “Exchange Act”), as of December 31, 2019, we have carried out an evaluation of the effectiveness of the design and operation of our Company’s disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our Company’s management, our President (Principal Executive Officer) and Treasurer (Principal Accounting Officer). Based upon the results of that evaluation, our management has concluded that, as of December 31, 2019, our Company’s disclosureProcedures

Disclosure controls and procedures ~~were not effective~~are controls and ~~did not provide reasonable assurance~~procedures that ~~material~~are designed to ensure that information ~~related to our Company~~ required to be disclosed in ~~the~~our reports ~~that we file or submit~~filed under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the ~~SEC’s~~SEC's rules and ~~forms,~~forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that ~~such~~ 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 onregarding required disclosure.

~~MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING~~

~~Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f)~~ Our management carried out an evaluation under the ~~Exchange Act. Our internal control system is designed to provide reasonable assurance to~~supervision and with the participation of our ~~management~~Principal Executive Officer and ~~board~~Principal Financial Officer, of directors regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:

~~Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;~~

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

~~Management assessed~~ the effectiveness of the design and operation of our ~~internal control over financial reporting~~disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act"). Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were not effective as of ~~December 31, 2019. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO)~~September 30, 2020.

Changes in ~~INTERNAL CONTROL -- INTEGRATED FRAMEWORK.~~

~~Our management concluded that, as of December 31, 2019, our internal control~~Internal Control over ~~financial reporting was not effective based on the criteria in INTERNAL CONTROL -- INTEGRATED FRAMEWORK issued by the COSO.~~

This quarterly report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to rules of the SEC that permit the Company to provide only management’s report in this annual report.

~~CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING~~

Financial Reporting

There ~~were~~have been no changes in our internal control over financial reporting subsequent to the fiscal year ended September 30, 2019, which were identified in connection with our management’s evaluation required by paragraph (d) of rules 13a-15 and 15d-15 under the ~~evaluation described above during this current quarter ended December 31, 2019,~~Exchange Act, that ~~has~~have materially affected, or isare reasonably likely to materially affect, our internal ~~controls~~control over financial reporting.

Limitations of the Effectiveness of Disclosure Controls and Internal Controls

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

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

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

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

We know of no material, existing or pending legal proceedings 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 a~~any 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.

Item 1A. Risk Factors

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

The novel coronavirus (COVID-19) global pandemic could adversely impact our business. The emergence of COVID-19 around the world presents significant risks to our Company, not all of which we are able to fully evaluate or even foresee at the current time.

Both global and local markets have suffered huge public and private financial and economic losses in the past 12 months. While the COVID-19 pandemic did not materially adversely affect our Company’s financial results and business operations in the first fiscal quarter ended September 30, 2020, economic and health conditions across most of the globe have changed since the end of the quarter. Our management has had to readjust and act across stages—Resolve, Resilience, Return, Reimagination, and Reform— both in order to address this immediate crisis and to prepare for ~~by this Item 1A.~~

the next “normal” which will result after the battle against coronavirus has been won. In these challenging times our Boards of directors faces difficult challenges including trying to keep the levels of key staff maintained and survive during the deteriorating markets and economy. While our management team is focused on making rapid decisions to protect employees, address new customers’ concerns and needs, and communicate with shareholders; our Board is also striving to balance crisis response with thinking beyond the immediate challenges for future performance.

The COVID-19 pandemic may affect our operations in future quarters. These factors may have far reaching impacts on our business, operations, and financial results and conditions, directly and indirectly, including without limitation impacts on the health of our Company’s management and employees, marketing and sales operations, customer and consumer behaviors, and on the overall economy. The scope and nature of these impacts, most of which are beyond our Company’s control, continue to evolve and the outcomes are uncertain. Management cannot predict the full impact of the COVID-19 pandemic on our Company’s sales or on economic conditions generally. The ultimate extent of the effects of the COVID-19 pandemic on our Company is highly uncertain and will depend on future developments, and such effects could exist for an extended period of time even after the pandemic.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosure

~~None.~~

Not Applicable

Item 5. Other Information

None.

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Item 6. Exhibits

Exhibit Description

Exhibit

Number

ExhibitDescription

3.1	Articles of Incorporation	Filed as exhibit to Form S-1, August 18, 2015
~~31.1~~3.2	Amended and Restated Articles of Incorporation	Filed as an exhibit to Def14C on January 18, 2018
3.3	Bylaws	Filed as exhibit to Form S-1, August 18, 2015
31.01	Certification of ~~the Chief~~Principal Executive Officer ~~pursuant~~Pursuant to Rule ~~13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002~~13a-14	Filed herewith.
~~31.2~~31.02	Certification of ~~the Chief~~Principal Financial Officer ~~pursuant~~Pursuant to Rule ~~13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002~~13a-14	Filed herewith.
~~32.1~~32.01	CEO Certification ~~of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant~~Pursuant to Section 906 of the Sarbanes-Oxley Act	Filed herewith.
32.02	CFO Certification Pursuant to Section 906 of ~~2002~~the Sarbanes-Oxley Act	Filed herewith.
101.INS*	XBRL Instance Document	Filed herewith.
101.SCH*	XBRL Taxonomy Extension Schema Document	Filed herewith.
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document	Filed herewith.
101.LAB*	XBRL Taxonomy Extension Labels Linkbase Document	Filed herewith.
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document	Filed herewith.
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document	Filed herewith.

~~_________~~

* ~~XBRL (Extensible Business Reporting Language) information~~Pursuant to Regulation S-T, this interactive data file is ~~furnished and~~deemed 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.

Table of Contents

SIGNATURES

~~Pursuant to the requirements~~

In 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.

		AJIA INNOGROUP HOLDINGS LTD.
		~~(Registrant)~~

~~Dated: February 14, 2020~~		/s/ ~~Mr. Zhi Qiang Liang~~
		~~Mr. Zhi Qiang Liang~~
		~~Chief Executive Officer~~
		~~(Principal Executive Officer)~~
		Yip Kwok Fai
Dated: ~~February 14,~~November 23, 2020	By:	Yip Kwok Fai (Thomas), Chief Executive Officer (Principal Executive Officer)

	/s/ ~~Mr.~~ Wai Hing (Samuel) Lai
Dated: November 23, 2020	~~Mr.~~ By:	Wai Hing (Samuel) Lai
	, Chief Financial Officer
	~~(Principal~~ (Principal Financial ~~Officer~~ and ~~Principal~~ Accounting Officer)

109

AJIA INNOGROUP HOLDINGS, LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS
December 31, 2019 and June 30, 2019
(Unaudited)

	December 31,			June 30,
	2019			2019
	(Unaudited)			(Audited)
ASSETS
Current assets
Cash and cash equivalents	$	27,610		$	31,867
Prepayments and other receivables		826			4,738

Total current assets		28,436			36,605

Non-current assets
Plant and equipment, net		599		��	696
Total assets	$	29,035		$	37,301

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Other payables and accrued liabilities	$	33,727		$	28,710
Amount due to a related party		135,844			387,665

Total current liabilities		169,571			416,375

Commitments and contingencies

Stockholders’ Deficit
Preferred stock, $0.001 par value, 100,000,000 shares authorized; no shares are issued		-			-
Common stock: $0.001 par value, 500,000,000 shares authorized, 101,020,000 & 7,270,000 shares issued and outstanding as of December 31, 2019 and June 30, 2019 respectively	$	101,020		$	7,270
Additional paid-in capital		398,650			192,400
Accumulated other comprehensive income		794			(458	)
Accumulated deficit		(641,000	)		(578,286	)

Total stockholders’ deficit		(140,536	)		(379,074	)

Total liabilities and stockholders’ deficit	$	29,035		$	37,301

	Common stock				Common stock			Additional			Accumulated other						Total
	No. of shares		Amount		to be cancelled			paid-in capital			comprehensive income			Accumulated deficit			stockholders’ deficit

Balance as of October 1, 2018		7,270,000	$	7,270	$	3,000		$	189,400		$	365		$	(386,740	)	$	(186,705	)

Net profit for the period		-		-		-			-			-			67,254			67,254
Foreign currency translation adjustment		-		-		-			-			(47	)		-			(47	)
Shares cancelled		-		-		(3,000	)		(125,700	)		-			-			(128,700	)
Balance as of December 31, 2018		7,270,000	$	7,270	$	-		$	63,700		$	318		$	(319,486	)	$	(248,198	)
Balance as of July 1, 2019		7,270,000	$	7,270	$	-		$	192,400		$	(458	)	$	(578,286	)	$	(379,074	)

Issuance of shares on promissory note		93,750,000		93,750		-			206,250			-			-			300,000
Net loss for the period		-		-		-			-			-			(62,714	)		(62,714	)
Foreign currency translation adjustment		-		-		-			-			1,252			-			1,252
Balance as of December 31, 2019		101,020,000	$	101,020	$	-		$	398,650		$	794		$	(641,000	)	$	(140,536	)
Balance as of October 1, 2019		101,020,000	$	101,020	$	-		$	398,650		$	1,336		$	(677,315	)	$	(176,309	)

Net profit for the period		-		-		-			-			-			36,315			36,315
Foreign currency translation adjustment		-		-		-			-			(542	)		-			(542	)
Balance as of December 31, 2019		101,020,000	$	101,020	$	-		$	398,650		$	794		$	(641,000	)	$	(140,536	)

	For the six months ended December 31,
	2019			2018
Cash flow from operating activities
Net loss	$	(62,714	)	$	13,816
Less: Depreciation		97			98
Other non-cash item		-			(103	)
Cash flow from the operating activities		(62,617	)		13,811
Changes in Operating Assets and Liabilities:
Decrease/(increase) in prepayments and other receivables		3,912			(27,235	)
Increase in other payables and accrued liabilities		5,017			17,401

Net cash (used in)/provided by operating activities		(53,688	)		3,977

Cash flow from financing activities
Advance from a director		48,179			125,532
Cancellation of share		-			(128,700	)

Net cash provided by/(used in) financing activities		48,179			(3,168	)

Effect of exchange rate changes on cash and cash equivalents		1,252			-

Net (decrease)/increase in cash		(4,257	)		809

Cash, at beginning of period		31,867			1,816

Cash, at end of period	$	27,610		$	2,625

Supplemental cash flow information:
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-

NON-CASH FINANCING AND INVESTING TRANSACTIONS
Shares issued for the settlement of promissory note	$	300,000		$	-