UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

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

For the quarterly period ended March 31, ~~2020~~2021

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

For the transition period from ______________ to ______________

Commission file number: 333-206450

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~~187 E. Warm Springs Road, Suite ~~530~~B307

Las Vegas, ~~NV 89135~~Nevada 89119

(Address of principal executive offices)

Phone: (702)~~360-0652~~ 362-2677

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

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

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

~~Common Stock, par value $0.001~~None

~~(Title of class)~~

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

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T ~~(ss.~~(§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). Yes o ☒ No x☐

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

Large accelerated filer	¨☐	Accelerated filer	¨☐
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~~ o No x

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

~~Emerging growth company~~ x

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

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

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter. Not available

~~APPLICABLE ONLY TO CORPORATE ISSUERS:~~

As of May ~~14, 2020,~~12, 2021, the ~~registrant~~Company had 101,120,000 issued and outstanding shares of common stock.

AJIA INNOGROUP HOLDINGS, LTD

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

Factors that might cause these differences include the following:

	·	the integration of multiple technologies and programs;

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

	·	changes in existing and potential relationships with collaborative partners;

	·	the ability to retain certain members of management;

	·	our expectations regarding general and administrative expenses;

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

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

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

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

AJIA INNOGROUP HOLDINGS, LTD

TABLE OF CONTENTS

~~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		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

March 31, 2021 and June 30, 2020

(Unaudited)

AJIA INNOGROUP HOLDINGS, LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS
March 31, 2020 and June 30, 2019
(Unaudited)

March 31,

June 30,

2020

2019

(Unaudited)

(Audited)

ASSETS

Current assets

Cash and cash equivalents

$ 7,007

$ 31,867

Earnest deposit

105,000

-

Prepayments and other receivables

-

4,738

Total current assets

112,007

36,605

Non-current assets

Plant and equipment, net

552

696

Total assets

$ 112,559

$ 37,301

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current liabilities

Other payables and accrued liabilities

$ 54,000

$ 28,710

Amount due to a related party

99,866

387,665

Total current liabilities

153,866

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, 101,120,000 & 7,270,000 shares issued and outstanding as of March 31, 2020 and June 30, 2019 respectively

$ 101,120

$ 7,270

Additional paid-in capital

503,550

192,400

Accumulated other comprehensive income (loss)

961

(458 )
Accumulated deficit

(646,938 )

(578,286 )

Total stockholders’ deficit

(41,307 )

(379,074 )

Total liabilities and stockholders’ deficit

$ 112,559

$ 37,301

March 31,

June 30,

2021

2020

(Unaudited)

(Audited)

ASSETS

Current assets

Cash and cash equivalents

$ 6,154

$ 5,446

Accounts receivable

632

3,871

Earnest deposit

105,000

105,000

Prepayments and other receivables

-

117

Total current assets

111,786

114,434

Non-current assets

Plant and equipment, net

487

662

Total assets

$ 112,273

$ 115,096

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current liabilities

Other payables and accrued liabilities

$ 117,642

$ 50,557

Amount due to a related party

128,383

107,859

Total current liabilities

246,025

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 March 31, 2021 and June 30, 2020 respectively

$ 101,120

$ 101,120

Additional paid-in capital

503,550

503,550

Accumulated other comprehensive loss

(484 )

(2,756 )
Accumulated deficit

(738,571 )

(645,235 )
Total stockholders’ deficit

(134,384 )

(43,320 )
Non-controlling interest

632

-

(133,752 )

(43,320 )

Total liabilities and stockholders’ deficit

$ 112,273

$ 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 nine months ended March 31, ~~2020~~2021 and ~~2019~~2020
(Unaudited)

For the Three Months Ended
March 31,

For the Nine Months Ended
March 31,

2020

2019

2020

2019

Revenue

$ 10,037

$ -

$ 30,117

$ 30,000

Cost of sales

-

-

-

-

Gross profit

10,037

-

30,117

30,000

Expenses

General and administrative expense

35,496

9,969

165,641

53,232

Professional fees

44,866

25,735

82,611

124,663

Total operating expenses

80,362

35,704

248,252

177,895

Other income

Interest income

-

-

3

1

Sundry income

64,387

-

149,480

126,006

Total other income

64,387

-

149,483

126,007

Net loss

$ (5,938 )

$ (35,704 )

$ (68,652 )

$ (21,888 )

Other comprehensive income (loss)

Foreign currency translation gain (loss)

167

(46 )

1,419

(149 )

Comprehensive loss

(5,771 )

(35,750 )

(67,233 )

(22,037 )

Basic and diluted loss per common share

$ (0.00 )

$ (0.00 )

$ (0.00 )

$ (0.00 )

Weighted average number of common shares outstanding - basic and diluted

101,022,198

7,270,000

86,361,636

9,240,803

For the Three Months Ended
March 31,

For the Nine Months Ended
March 31,

2021

2020

2021

2020

Revenue

$ 36,209

$ 10,037

$ 72,431

$ 30,117

Cost of sales

(6,507 )

-

(6,507 )

-

Gross profit

29,702

10,037

65,924

30,117

Expenses

General and administrative expense

52,788

35,496

115,854

165,641

Professional fees

13,755

44,866

52,458

82,611

Total operating expenses

66,543

80,362

168,312

248,252

Other income

Interest income

-

-

1

3

Sundry income

-

64,387

9,051

149,480

Total other income

-

64,387

9,052

149,483

Net loss

$ (36,841 )

$ (5,938 )

$ (93,336 )

$ (68,652 )

Other comprehensive income

Foreign currency translation gain

378

167

2,272

1,419

Comprehensive loss

(36,463 )

(5,771 )

(91,064 )

(67,233 )

Basic and diluted loss per common share

$ (0.00 )

$ (0.00 )

$ (0.00 )

$ (0.00 )

Weighted average number of common shares outstanding - basic and diluted

101,120,000

101,022,198

101,120,000

86,361,636


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


F-3
Table of Contents
AJIA INNOGROUP HOLDINGS, LTD.
Condensed Consolidated ~~Statement~~Statements of Changes in Stockholders’ Deficit
For the three and nine months ended March 31, ~~2020~~2021 and ~~2019~~2020
(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

-

-

-

-

-

(21,888 )

(21,888 )
Foreign currency translation adjustment

-

-

-

-

(149 )

-

(149 )
Shares cancelled

-

-

(3,000 )

(125,700 )

-

-

(128,700 )
Balance as of March 31, 2019

7,270,000

$ 7,270

$ -

$ 63,700

$ 272

$ (355,190 )

$ (283,948 )

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 January 1, 2019

7,270,000

$ 7,270

$ -

$ 63,700

$ 318

$ (319,486 )

$ (248,198 )

Net loss for the period

-

-

-

-

-

(35,704 )

(35,704 )
Foreign currency translation adjustment

-

-

-

-

(46 )

-

(46 )
Balance as of March 31, 2019

7,270,000

$ 7,270

$ -

$ 63,700

$ 272

$ (355,190 )

$ (283,948 )

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

Issuance of shares as earnest deposit

100,000

100

-

104,900

-

-

105,000

Net loss for the period

-

-

-

-

-

(68,652 )

(68,652 )
Foreign currency translation adjustment

-

-

-

-

1,419

-

1,419

Balance as of March 31, 2020

101,120,000

$ 101,120

$ -

$ 503,550

$ 961

$ (646,938 )

$ (41,307 )

Balance as of January 1, 2020

101,020,000

$ 101,020

$ -

$ 398,650

$ 794

$ (641,000 )

$ (140,536 )

Issuance of shares as earnest deposit

100,000

100

-

104,900

-

-

105,000

Net loss for the period

-

-

-

-

-

(5,938 )

(5,938 )
Foreign currency translation adjustment

-

-

-

-

167

-

167

Balance as of March 31, 2020

101,120,000

$ 101,120

$ -

$ 503,550

$ 961

$ (646,938 )

$ (41,307 )

Preferred stock

Common stock

Additional

Accumulated
other
comprehensive

Non-

Total

No. of
shares

Amount

No. of
shares

Amount

paid-in
capital

income
(loss)

Accumulated deficit

controlling
Interest

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 )

Net income for the period

-

-

-

-

-

-

36,315

-

36,315

Foreign currency translation adjustment

-

-

-

-

-

(542 )

-

-

(542 )

Balance as of December 31, 2019

-

$ -

101,020,000

$ 101,020

$ 398,650

$ 794

$ (641,000 )

$ -

$ (140,536 )

Issuance of shares as earnest deposit

100,000

100

104,900

-

-

-

105,000

Net loss for the period

-

-

-

-

-

-

(5,938 )

-

(5,938 )
Foreign currency translation adjustment

-

-

-

-

-

167

-

-

167

Balance as of March 31, 2020

-

-

-

101,120

503,550

961

(646,938 )

-

(41,307 )

Balance as of July 1, 2020

1,000

$ 1

101,120,000

$ 101,120

$ 503,550

$ (2,756 )

$ (645,235 )

-

$ (43,320 )

Net loss for the period

-

-

-

-

-

(36,096 )

-

(36,096 )
Foreign currency translation adjustment

-

-

-

-

-

(1,019 )

-

-

(1,019 )
Balance as of September 30, 2019

1,000

1

101,120,000

101,120

503,550

(3,775 )

(681,331 )

-

(80,435 )

Net loss for the period

-

-

-

-

-

(20,399 )

-

(20,399 )
Foreign currency translation adjustment

-

-

-

-

-

2,913

-

-

2,913

Balance as of December 31, 2020

1,000

$ 1

101,120,000

$ 101,120

$ 503,550

$ (862 )

$ (701,730 )

-

$ (97,921 )

Acquisition of a subsidiary

-

-

-

-

-

-

-

632

632

Net loss for the period

-

-

-

-

-

-

(36,841 )

-

(36,841 )
Foreign currency translation adjustment

-

-

-

-

-

378

-

-

378

Balance as of March 31, 2021

1,000

1

101,120,000

101,120

503,550

(484 )

(738,571 )

632

(133,752 )

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
For the nine months ended March 31, ~~2020~~2021 and ~~2019~~2020
(Unaudited)


For the nine months ended
March 31,

2020

2019

Cash flow from operating activities

Net loss

$ (68,652 )

$ (21,888 )
Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation

146

145

Changes in Operating Assets and Liabilities:

Decrease in prepayments and other receivables

4,738

2,765

Increase in other payables and accrued liabilities

25,290

27,705

Net cash (used in) provided by operating activities

(38,478 )

8,727

Cash flow from financing activities

Advance from a director

12,201

140,934

Cancellation of shares

-

(128,700 )

Net cash provided by financing activities

12,201

12,234

Effect of exchange rate changes on cash and cash equivalents

1,417

(149 )

Net (decrease) increase in cash

(24,860 )

20,812

Cash, at beginning of period

31,867

1,816

Cash, at end of period

$ 7,007

$ 22,628

Supplemental cash flow information:

Cash paid for interest

$ -

$ -

Cash paid for income taxes

$ -

$ -

NON-CASH FINANCING AND INVESTING TRANSACTIONS

Shares issued for the settlement of promissory note

$ 300,000

$ -

Shares issued as earnest deposit for potential investment

$ 105,000

$ -

For the nine months ended
March 31,

2021

2020

Cash flow from operating activities

Net loss

$ (93,336 )

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

Depreciation

171

146

Changes in Operating Assets and Liabilities:

Decrease in prepayments and other receivables

3,988

4,738

Increase in other payables and accrued liabilities

67,085

25,290

Net cash used in operating activities

(22,092 )

(38,478 )

Cash flow from financing activities

Advance from a director

20,524

12,201

Net cash provided by financing activities

20,524

12,201

Effect of exchange rate changes on cash and cash equivalents

2,276

1,417

Net change in cash and cash equivalents

708

(24,860 )

Cash and cash equivalents, at beginning of period

5,446

31,867

Cash and cash equivalents, at end of period

$ 6,154

$ 7,007

Supplemental cash flow information:

Cash paid for interest

$ -

$ -

Cash paid for income taxes

$ -

$ -

NON-CASH FINANCING AND INVESTING TRANSACTIONS

Shares issued for the settlement of promissory note

$ -

$ 300,000

Shares issued as earnest deposit for potential investment

$ -

$ 105,000

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

F-5
Table of Contents
AJIA INNOGROUP HOLDINGS, LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, ~~2020~~2021
(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 March 31, ~~2020~~2021 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 amended 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~~share of US$1 ~~each~~

100
%
~~A Jia~~Ajia Creative Holdings Limited

Hong Kong, a limited liability company

Provision of system setup and maintenance services, investment holding

HK$100 ~~issued~~for 100 ordinary shares ~~of HK$1 each~~

100
%
Guangzhou Shengjia Trading Co., Ltd

The PRC, a limited liability company

Trading business

HK$1,000,000

100
%
Ajia Corporate Systems Architecture Solution Limited
Hong Kong, a limited liability company
Provision of integration systems
HK$10,000 for 10,000 ordinary shares
51
%

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


F-6
Table of Contents

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~~
·
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~~
·
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

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

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 three months ended March 31, 2021 and 2020 were $57 and ~~2019 were $48 and $48,~~$49, respectively.

Depreciation expense for the nine months ended March 31, 2021 and 2020 were $171 and ~~2019 were~~ $146, ~~and $145,~~ respectively.

~~Impairment of long-lived assets~~
F-7
Table of Contents
·
Impairment of long-lived assets

In accordance with the provisions of ASC Topic 360, ~~“Impairment~~“Impairment or Disposal of Long-Lived ~~Assets”~~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
~~Revenue recognition~~
Under ASU 2014-09, the Company recognizes revenue when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.

The ~~Company’s~~Company applies the following five steps in order to determine the appropriate amount of revenue ~~recognition policies are in compliance with FASB ASC 605-35 “Revenue Recognition”. Revenue is~~to be recognized ~~when a formal arrangement exists, the price is fixed or determinable, all~~as it fulfills its obligations ~~have been performed pursuant to the terms~~under each of ~~the formal arrangement and collectability is reasonably assured.~~its agreements:
·
identify the contract with a customer;
·
identify the performance obligations in the contract;
·
determine the transaction price;
·
allocate the transaction price to performance obligations in the contract; and
·
recognize revenue as the performance obligation is satisfied.

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

The Company 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.

·
~~F-7~~
Comprehensive income or loss
~~Table of Contents~~
~~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~~
·
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.
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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~~nine months ended ~~June 30, 2019.~~March 31, 2021 and 2020. The Company and its subsidiaries are subject to local and various foreign tax jurisdictions. The Company’s tax returns remain open subject to examination by major tax jurisdictions.

~~Net loss per share~~
·
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~~
·
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.
~~F-8~~
~~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.

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

2020

2019

Period-end HK$:US$1 exchange rate

7.7525

7.8493

Period average HK$:US$1 exchange rate

7.8081

7.8396

Period-end RMB:US$1 exchange rate

7.0876

6.7111

Period average RMB:US$1 exchange rate

7.0124

6.8218

2021

2020

Period-end HK$:US$1 exchange rate

7.7742

7.7525

Period average HK$:US$1 exchange rate

7.7528

7.8081

Period-end RMB:US$1 exchange rate

6.5536

7.0876

Period average RMB:US$1 exchange rate

6.6749

7.0124

~~Related parties~~
·
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~~
·
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~~
·
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
~~F-9~~
~~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.

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·
Recent accounting pronouncements
From time to time, new accounting pronouncements
are issued by the Financial Accounting Standard Board (“FASB”) or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption.
Simplifying the Accounting for Debt with Conversion and Other Options.
In June 2020, the FASB issued ASU 2020-06 to simplify the accounting in ASC 470, “Debt with Conversion and Other Options” and ASC 815, “Contracts in Equity’s Own Entity”. The guidance simplifies the current guidance for convertible instruments and the derivatives scope exception for contracts in an entity’s own equity. Additionally, the amendments affect the diluted EPS calculation for instruments that may be settled in cash or shares and for convertible instruments. This ASU will be effective beginning in the first quarter of the Company’s fiscal year 2022. Early adoption is permitted. The amendments in this update must be applied on either full retrospective basis or modified retrospective basis through a cumulative-effect adjustment to retained earnings/(deficit) in the period of adoption. The Company is currently evaluating the impact of ASU 2020-06 on its consolidated financial statements and related disclosures, as well as the timing of adoption.
Financial Instruments

In June 2016, the ~~Financial Accounting Standards Board (“FASB”)~~FASB issued ASU ~~No.~~ 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial ~~Instruments~~”Instruments” (“ASU ~~2016-13”~~2016-13”)~~. ASU 2016-13 amends~~, which modifies the ~~impairment model by requiring entities to use a forward-looking approach based on~~measurement of expected ~~losses to estimate~~ credit losses onof certain ~~types of~~ financial ~~instruments, including trade receivables.~~instruments. In ~~November 2018,~~February 2020, the FASB issued ASU ~~No. 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 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 smaller reporting companies.~~ ASU 2016-13 ~~ASU 2018-19, ASU 2019-04, ASU 2019-05, ASU 2019-11 and ASU 2020-02 (collectively, “ASC 326”) are effective for public entities for~~until fiscal ~~years~~year beginning after December 15, ~~2019, with early adoption permitted.~~2022. The ~~adoption~~Company is currently evaluating the impact of ~~ASC 326 did not have a material impact~~adopting ASU 2016-13 on ~~the Company’s recognition of~~its consolidated financial ~~instruments within the scope of the standard.~~statements.

~~In January 2017, the FASB issued ASU No. 2017-04, “~~~~Intangibles - Goodwill and Other (Topic 350) -~~ Simplifying the ~~Test~~Accounting for ~~Goodwill Impairment~~” (“ASU 2017-04”), which eliminates step two from the goodwill impairment test and instead requires an entity to perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. The guidance is effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019 and should be adopted on a prospective basis. The adoption of ASU 2017-04 did not have a material effect on the Company’s current financial position, results of operations or financial statement disclosures.
~~In August 2018, the FASB issued ASU No. 2018-13, “~~~~Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement~~” (“ASU 2018-13”). ASU 2018-13 modifies the disclosure requirements on fair value measurements. ASU 2018-13 is effective for public entities for fiscal years beginning after December 15, 2019, with early adoption permitted for any removed or modified disclosures. The adoption of ASU 2018-13 did not have a material effect on the Company’s current financial position, results of operations or financial statement disclosures.Income Taxes

In December 2019, the FASB issued ASU No 2019-12 to simplify the accounting in ASC 740, “Income Taxes ~~(Topic 740): Simplifying the Accounting for Income Taxes~~.” ~~(“ASU 2019-12”). ASU 2019-12~~This guidance removes certain exceptions related to the ~~general principles~~approach for intra-period tax allocation, the methodology for calculating income taxes in ~~Topic 740~~an interim period, and the recognition of deferred tax liabilities for outside basis differences. This guidance also clarifies and simplifies other areas of ASC 740. This ASU will be effective beginning in ~~Generally Accepted Accounting Principles.~~the first quarter of the Company’s fiscal year 2021. Early adoption is permitted. Certain amendments in this update must be applied on a prospective basis, certain amendments must be applied on a retrospective basis, and certain amendments must be applied on a modified retrospective basis through a cumulative-effect adjustment to retained earnings/(deficit) in the period of adoption. The adoption of ASU 2019-12 does not have a significant impact on the Company’s consolidated financial statements as of and for the three-month period ended March 31, 2021.
Earnings Per Share
In April 2021, the FASB issued ASU 2021-04, which included Topic 260 “Earnings Per Share”. This guidance clarifies and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options due to a lack of explicit guidance in the FASB Codification. The ASU 2021-04 is effective for ~~public~~all entities for fiscal years beginning after December 15, ~~2020, with early~~2021. Early adoption is permitted. The Company ~~does not expect~~is currently evaluating the impact of adopting ASU ~~2019-12 to have a material effect~~2021-04 on ~~the Company’s current~~its consolidated financial ~~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.
~~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~~” (“ASU 2020-04”). ASU 2020-04 provides temporary optional expedients and exceptions to the US GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens related to the expected market transition from the London Interbank Offered Rate (LIBOR) and 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 prospectively through December 31, 2022. The Company does not expect ASU 2020-04 to have a material effect on the Company’s current financial position, results of operations or financial statement disclosures.statements.

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.

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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 ~~$68,652~~$93,336 and negative operating cash flows of ~~$38,478~~$22,092 for the period ended March 31, ~~2020.~~2021. Also, at March 31, ~~2020,~~2021, the Company has incurred an accumulated deficit of ~~$646,938 and its total current liabilities exceeded its total current assets by $41,859.~~$738,571.

The continuation of the Company as a going concern through March 31, ~~2021~~2022 is dependent upon the continued financial support from its stockholders. Management believes the Company is currently pursuing additional financing for its operations. In addition, with respect to the ongoing and evolving coronavirus (COVID-19) outbreak, which was designated as a pandemic by the World Health Organization on March 11, 2020, the outbreak has caused substantial disruption in international economies and global trades and if repercussions of the outbreak are prolonged, could have a significant adverse impact on the Company’s business. 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-11~~
~~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 April 7, 2020, the Company approved to issue 1,000 shares of Series A Preferred Stock to Ms. Yin Ling WAN (“Ms. Wan”), the Company’s Executive Director, Company Secretary and treasurer. Ms. Wan has advance significant capital and expended significant time to the company without compensation.
As of March 31, 2021 and June 30, 2020, the Company had a total of 1,000 shares of its preferred stock issued and ~~2019, none of the preferred shares have been issued.~~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.
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Common stock issued

On July 28, 2018, the Company issued a convertible promissory note in the amount of $300,000 to Full Yick International Ltd, a major shareholder to settle with the related party loan. Pursuant to the terms of the convertible promissory note, the note has an option to convert into 93,750,000 common shares of the Company at $0.0032 per share, on or the earlier of July 31, ~~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"~~(“Allied”), a Hong Kong corporation, in which the Parties have committed to jointly promote stem cell products and services in Hong Kong and Macau. The Company agreed to issue 100,000 shares of its common stock at the current market value of $1.05 per share, to Allied as a non-refundable deposit of $105,000 to anticipate the business collaboration in this project. The Company shall appoint an independent third party to carry out due diligence and valuation of this project.

As of March 31, ~~2020~~2021 and June 30, ~~2019,~~2020, the Company had a total of 101,120,000 ~~and 7,270,000~~ shares of its common stock issued and outstanding.
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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 March 31, ~~2020,~~2021, the balance ~~$99,866 represented~~of $128,383 related to the loan account of ~~the Director~~a director - Wan Yin ~~Ling, which~~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 March 31, ~~2020,~~2021, 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 ~~contingencies.~~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:
On October 15, 2020, the Company ratified entry into a Memorandum of Understanding with Union Patron Limited for the formation of holding joint venture company, AJIA Corporate Systems Architecture Solution Ltd (“Ajia Corporate”), which the Company shall own a 51% interest in. Ajia Corporate is a company registered in Hong Kong and intends to enter a Memorandum of Understanding (“MOU”) to expand its business developments in the following areas:
1.
Big Data Strategic enterprise solution,
2.
Cloud and digital trading solution,
3.
Combined enterprise syndication planning and solution, and
4.
E-compliance system and enterprise solutions.

NOTE 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 March 31, ~~2020~~2021 up through the date the Company issued the unaudited condensed consolidated financial statements. During the period, the Company ~~had the following~~did not have any material recognizable subsequent events.
On April 7, 2020, the Board of Directors authorized the issuance of 1,000 shares of Series A Preferred Stock to Ms. Yin Ling WAN ("Ms. Wan"), the Company’s Executive Director, Company Secretary and treasurer. Ms. Wan has advance significant capital and expended significant time to the company without compensation. As an effort to give Ms. Wan security for her advances and as a precaution to prevent hostile takeover in future, 1,000 shares of Series A of Preferred Shares ("Preferred Shares") were issued to Ms. Wan. These Preferred Shares have 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.

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

~~FORWARD-LOOKING STATEMENTS~~Forward-Looking Statements

~~Certain statements made~~The information in this ~~report~~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. The main 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 of Directors (the “Board”) accepted the resignation of Ms. Elaine Yin Ling Wan as Chief Executive and Chief Financial Officer of the Company. At the same time, the Board elected the following individuals to the following positions: Mr. Zhi Qiang Liang was elected as President, Chief Executive Officer and Director 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.

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

On December 1, 2017, the Company acquired a ten percent (10%) 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.
On March 30, 2020, Splendor Radiant Limited, a wholly-owned subsidiary of Ajia Innogroup Holdings, Ltd. ("Ajia"), entered into a Memorandum of Understanding (“MOU”) with Allied Precision Medicine Consultants Limited ("Allied"), a Hong Kong corporation, in which the Parties have committed to jointly promote stem cell products and services in Hong Kong and Macau. Ajia has initially issued 100,000 shares of its common stock to Allied to acquire 50% sharing of the profits in this project. The Board shall then appoint an independent third party to carry out due diligence and valuation of the project and, based upon the recommendation of this valuation report, the Board shall issue additional common shares of Ajia to Allied as fair consideration and compensation to acquire 50% profit sharing interest in the project.
5
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~~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 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 ~~planning~~a company registered in Hong Kong and intends to ~~acquire~~enter a Memorandum of Understanding (“MOU”) to expand its business developments in the development 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.), 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.following areas:

~~The management will have further announcements when there are further developments in these new business opportunities in the future.~~
1.
Big Data Strategic enterprise solution,
2.
Cloud and digital trading solution,
3.
Combined enterprise syndication planning and solution, and
4.
E-compliance system and enterprise solutions.

Principal Products, Services and Their Markets

In last year, our business plan ~~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 and Canada. Nevertheless, the management attempts to invest in other IT project and considers acquiring the self-help photo kiosks.~~
In recent outbreak of Corona virus, people shall be more concern in health products and there shall be a big market potential in this respect and as such, the Board has approved the MOU with Allied mentioned above and the Company shall prepare to start its businesses in promoting stem cell products in the last quarter of the year. The Board did expect that new businesses shall improve the Company’s revenue and shall able to derive profits to the shareholders in the coming months and shall be reflected in the financial statements for the year ending 30 June 2020.
For the photo kiosks business, despite the negative effects caused by Corona Virus such as the disruptions of both local and overseas travelling, the Board would advise that the relevant technology was improving and the user level was also still increasing. The Board hopes that with work and business resumptions in the PRC is on the way, the photo kiosks business shall have better results in the coming months.
~~Despite of these activities, the Board is still working and looking for other new business opportunities in the~~ future.
~~Status of Publicly Announced New Products or Services~~
~~Ajia currently has no new publicly announced products or services.~~


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

Patents, Trademarks, Licenses, Agreements or Contracts

~~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.

Plan of Operation

Ajia is in the course of development and thus, it does not have ~~limited business activity~~significant size of businesses to generate ~~revenue in preliminary stages and also no significant assets.~~revenue. Our executive offices are located at Room 1001, 10/F., Grandmark, No.10 Granville Road, Tsim Sha Tsui, Hong Kong. The office is a location at which the Company receives mail, has office 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 March 31,~~, 2020~~ 2021 and ~~2019~~2020

Revenues

During the three months ended March 31, ~~2020,~~2021, we have derived income of ~~$10,037 (2018: $0)~~$36,209 (2020: $10,037). 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.

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Operating Expenses

The Company’s operating expenses for the three months ended March 31, ~~2020~~2021 is ~~$80,362~~$66,543 and for the three months ended March 31, ~~2019~~2020 is ~~$35,704.~~$80,362.

Net ~~Income (Loss)~~Loss

During the three months ended March 31, 2021 and 2020, ~~and 2019~~ the ~~company~~Company recognized net ~~loss~~losses of $36,841 and $5,938, ~~and $35,704~~ respectively.

Comparison for the Nine Months Ended March 31,~~, 2020~~ 2021 and ~~2019~~2020

Revenues

During the nine months ended March 31, ~~2020,~~2021, we have derived income of ~~$30,117 (2018: $30,000)~~$72,431 (2020: $30,117). 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 nine months ended March 31, ~~2020~~2021 is ~~$248,252~~$168,312 and for the nine months ended March 31, ~~2019~~2020 is ~~$177,895.~~$248,252.

Net ~~Income (Loss)~~Loss

During the nine months ended March 31, 2021 and 2020, ~~and 2019~~ the ~~company~~Company recognized net ~~loss~~losses $93,336 and net income $68,652, ~~and $21,888~~ respectively.

Liquidity and Capital Resources

~~As at~~At March 31, ~~2020,~~2021, we had total current assets of ~~$112,007~~$111,786 which ~~consist~~consists of ~~$7,007~~$6,154 in cash, ~~and cash equivalents~~$632 in accounts receivables and $105,000 earnest deposit. We had total current liabilities of ~~$153,866,~~$246,025, which consist of ~~$99,866 amount~~$128,383 due to a related party and ~~$54,000~~$117,642 in other payables and accrued liabilities.

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~~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 March 31, ~~2020~~2021 totaling ~~$646,938~~$738,571 and experienced a net loss of $68,652 and negative operating cash flows of $38,478 for the period ended March 31, 2020. As at March 31, 2020, the total current liabilities exceeded the total current assets by $41,859. 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.

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Recently Issued Accounting Pronouncements

~~We do not expect the adoption~~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.

Critical Accounting Policies

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

Off-Balance Sheet Arrangements

We ~~have no~~are not currently a party to, or otherwise involved with, any off-balance sheet ~~arrangements.~~arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Contractual Obligations

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk

~~Not Required~~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.

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Item 4. Controls and Procedures

~~EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES~~Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15/15d-15 under the Securities and Exchange Act of 1934,as amended (the “Exchange Act”), as of March 31, 2020, 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 March 31, 2020, our Company’s disclosureDisclosure 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 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 March 31, ~~2020. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in INTERNAL CONTROL -- INTEGRATED FRAMEWORK.~~2021.

~~Our management concluded that, as of March 31, 2020, our internal control~~Changes in 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 quarter ended March 31, 2021, which were identified in connection with our management’s evaluation required by paragraph (d) of rules 13a-15 and 15d-15 under the ~~evaluation described above during this current quarter ended March 31, 2020,~~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

WeFrom 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

AsWe 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 fiscal quarter ended March 31, 2021, 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	Exhibit Description
~~31.1~~3.1	Articles of Incorporation	Filed as exhibit to Form S-1, August 18, 2015
3.2	Amended and Restated Articles of Incorporation	Filed as an exhibit to Def14C on January 18, 2018
3.3	Bylaws	Filed as exhibit to Form S-1, August 18, 2015
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.

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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: May ~~15, 2020~~24, 2021	By:	/s/ ~~Mr. Zhi Qiang Liang~~Yip Kwok Fai
	~~Mr. Zhi Qiang Liang~~
	Yip Kwok Fai (Thomas), Chief Executive Officer
	(Principal Executive Officer)

Dated: May ~~15, 2020~~24, 2021	By:	/s/ ~~Mr.~~ Wai Hing (Samuel) Lai
	~~Mr.~~	Wai Hing (Samuel) Lai,
	Chief Financial Officer
	(Principal Financial ~~Officer~~ and ~~Principal~~ Accounting Officer)

PART I – FINANCIAL INFORMATION

ITEM 1.	FINANCIAL STATEMENTS	F-1

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

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK	8

ITEM 4.	CONTROLS AND PROCEDURES	9

PART II – OTHER INFORMATION

~~PART II OTHER INFORMATION~~
ITEM 1.	LEGAL PROCEEDINGS	10

ITEM 1A.	RISK FACTORS	10

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	10

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	10

ITEM 4.	MINE SAFETY DISCLOSURES	10

ITEM 5.	OTHER INFORMATION	10

ITEM 6.	EXHIBITS	11

AJIA INNOGROUP HOLDINGS, LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS
March 31, 2020 and June 30, 2019
(Unaudited)

	March 31,			June 30,
	2020			2019
	(Unaudited)			(Audited)
ASSETS
Current assets
Cash and cash equivalents	$	7,007		$	31,867
Earnest deposit		105,000			-
Prepayments and other receivables		-			4,738

Total current assets		112,007			36,605

Non-current assets
Plant and equipment, net		552			696
Total assets	$	112,559		$	37,301

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Other payables and accrued liabilities	$	54,000		$	28,710
Amount due to a related party		99,866			387,665

Total current liabilities		153,866			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, 101,120,000 & 7,270,000 shares issued and outstanding as of March 31, 2020 and June 30, 2019 respectively	$	101,120		$	7,270
Additional paid-in capital		503,550			192,400
Accumulated other comprehensive income (loss)		961			(458	)
Accumulated deficit		(646,938	)		(578,286	)

Total stockholders’ deficit		(41,307	)		(379,074	)

Total liabilities and stockholders’ deficit	$	112,559		$	37,301

	March 31,			June 30,
	2021			2020
	(Unaudited)			(Audited)
ASSETS
Current assets
Cash and cash equivalents	$	6,154		$	5,446
Accounts receivable		632			3,871
Earnest deposit		105,000			105,000
Prepayments and other receivables		-			117

Total current assets		111,786			114,434

Non-current assets
Plant and equipment, net		487			662
Total assets	$	112,273		$	115,096

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Other payables and accrued liabilities	$	117,642		$	50,557
Amount due to a related party		128,383			107,859

Total current liabilities		246,025			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 March 31, 2021 and June 30, 2020 respectively	$	101,120		$	101,120
Additional paid-in capital		503,550			503,550
Accumulated other comprehensive loss		(484	)		(2,756	)
Accumulated deficit		(738,571	)		(645,235	)
Total stockholders’ deficit		(134,384	)		(43,320	)
Non-controlling interest		632			-
		(133,752	)		(43,320	)

Total liabilities and stockholders’ deficit	$	112,273		$	115,096

	For the Three Months Ended March 31,						For the Nine Months Ended March 31,
	2020			2019			2020			2019

Revenue	$	10,037		$	-		$	30,117		$	30,000
Cost of sales		-			-			-			-

Gross profit		10,037			-			30,117			30,000

Expenses
General and administrative expense		35,496			9,969			165,641			53,232
Professional fees		44,866			25,735			82,611			124,663

Total operating expenses		80,362			35,704			248,252			177,895

Other income
Interest income		-			-			3			1
Sundry income		64,387			-			149,480			126,006

Total other income		64,387			-			149,483			126,007

Net loss	$	(5,938	)	$	(35,704	)	$	(68,652	)	$	(21,888	)

Other comprehensive income (loss)
Foreign currency translation gain (loss)		167			(46	)		1,419			(149	)

Comprehensive loss		(5,771	)		(35,750	)		(67,233	)		(22,037	)

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

Weighted average number of common shares outstanding - basic and diluted		101,022,198			7,270,000			86,361,636			9,240,803

	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		-		-		-			-			-			(21,888	)		(21,888	)
Foreign currency translation adjustment		-		-		-			-			(149	)		-			(149	)
Shares cancelled		-		-		(3,000	)		(125,700	)		-			-			(128,700	)
Balance as of March 31, 2019		7,270,000	$	7,270	$	-		$	63,700		$	272		$	(355,190	)	$	(283,948	)

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

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

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

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

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

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

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

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

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

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

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

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

Ajia Corporate Systems Architecture Solution Limited	Hong Kong, a limited liability company	Provision of integration systems	HK$10,000 for 10,000 ordinary shares		51	%

	·	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.

	2020		2019
Period-end HK$:US$1 exchange rate		7.7525		7.8493
Period average HK$:US$1 exchange rate		7.8081		7.8396
Period-end RMB:US$1 exchange rate		7.0876		6.7111
Period average RMB:US$1 exchange rate		7.0124		6.8218

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.

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.

	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.