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EX-32.2 - CERTIFICATION - Ajia Innogroup Holdings, Ltd.ajia_ex322.htm
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EX-31.2 - CERTIFICATION - Ajia Innogroup Holdings, Ltd.ajia_ex312.htm
EX-31.1 - CERTIFICATION - Ajia Innogroup Holdings, Ltd.ajia_ex311.htm

 

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, 2018

 

or

 

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

 

For the transition period from _____________ to _____________

 

Commission file number: 333-206450

 

AJIA INNOGROUP HOLDINGS, LTD.

(Name of registrant in its charter)

  

Nevada

82-1063313

(State or jurisdiction of incorporation or organization) 

(IRS Employer Identification No.) 

 

1980 Festival Plaza Drive Suite 530

Las Vegas, NV 89135

(Address of principal executive offices)

 

Phone: (702)360-0652

(Registrant's telephone number, including area code)

 

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

 

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

 

Common Stock, par value $0.001

(Title of class)

 

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

 

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

 

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

 

Large accelerated filer

¨

Accelerated filer

¨

Non-accelerated filer

¨

Smaller reporting company

x

  

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

 

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

 

Emerging growth company x

 

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

 

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 March 31, 2018 the registrant had 10,270,000 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.

 

 
2
 
 

  

Ajia Innogroup Holdings, Ltd.

 

TABLE OF CONTENTS

  

PART I – FINANCIAL INFORMATION

 

 

 

 

 

ITEM 1.

FINANCIAL STATEMENTS

 

F-1

 

 

ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

4

 

 

 

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

 

7

 

 

 

ITEM 4.

CONTROLS AND PROCEDURES

 

7

 

 

 

PART II OTHER INFORMATION

 

 

ITEM 1.

LEGAL PROCEEDINGS

 

9

 

 

 

ITEM 1A.

RISK FACTORS

9

 

 

 

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

9

 

 

 

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

 

9

 

 

 

ITEM 4.

MINE SAFETY DISCLOSURES

 

9

 

 

 

ITEM 5.

OTHER INFORMATION

 

9

 

 

 

ITEM 6.

EXHIBITS

 

10

 

 

 
3
 
Table of Contents

  

PART I – FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

Ajia Innogroup Holdings, Ltd.

Formerly “Wigi4You, Inc.”

 

INDEX TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

 

Condensed Consolidated Interim Balance Sheets

 

F-2

 

 

 

 

Condensed Consolidated Interim Statements of Operations

 

F-3

 

 

 

 

Condensed Consolidated Interim Statements of Stockholders' Equity

 

F-4

 

 

 

 

Condensed Consolidated Interim Statements of Cash Flows

 

F-5

 

 

 

 

Notes to Condensed Consolidated Interim Financial Statements

 

F-6

 

 

 
F-1
 
Table of Contents

 

Ajia Innogroup Holdings Limited

 

Formerly “Wigi4You, Inc.”

 

Condensed Consolidated Interim Balance Sheets

 

March 31, 2018 and June 30, 2017

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

March 31,

 

 

June 30,

 

 

 

2018

 

 

2017

 

 

 

 

 

 

 

 

ASSETS

Current assets

 

 

 

 

 

 

Cash and cash equivalents

 

$ 3,709

 

 

$ 30

 

Account receivable

 

 

2,601

 

 

 

 

 

Prepaid expense

 

 

2,958

 

 

 

790

 

Total current assets

 

 

9,268

 

 

 

820

 

 

 

 

 

 

 

 

 

 

Non-current assets

 

 

 

 

 

 

 

 

Intangible asset (Note 4)

 

 

117,975

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Total non-current assets

 

 

117,975

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Total assets

 

$ 127,243

 

 

$ 820

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities

 

 

 

 

 

 

 

 

Accrued expenses

 

$ 4,375

 

 

$ 6,500

 

Due to related party (Note 7)

 

 

88,953

 

 

 

555

 

Total current liabilities

 

 

93,328

 

 

 

7,055

 

 

 

 

 

 

 

 

 

 

Stockholders' equity

 

 

 

 

 

 

 

 

Authorized:

 

 

 

 

 

 

 

 

Preferred Stock: 100,000,000 preferred shares, $0.001 par value

 

 

 

 

 

 

 

 

Common Stock: 500,000,000 common shares, $0.001 par value

 

 

 

 

 

 

 

 

Issued:

 

 

 

 

 

 

 

 

Common Stock: 10,270,000 and 7,250,000 shares issued and outstanding as of March 31, 2018 and June 30 2017

 

 

10,270

 

 

 

7,250

 

Additional paid-in capital

 

 

189,400

 

 

 

53,720

 

Accumulated deficit

 

 

(165,827 )

 

 

(67,205 )

Accumulated other comprehensive income

 

 

72

 

 

 

-

 

Total stockholders’ equity

 

 

33,915

 

 

 

(6,235 )

 

 

 

 

 

 

 

 

 

Total liabilities and stockholders’ equity

 

$ 127,243

 

 

$ 820

 

 

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

 

 
F-2
 
Table of Contents

 

Ajia Innogroup Holdings Limited

Formerly “Wigi4You, Inc.”

Condensed Consolidated Interim Statements of Operations

For the three and nine months ended March 31, 2018 and 2017

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Three Months Ended

 

 

For the Nine Months Ended

 

 

 

March 31,

 

 

March 31,

 

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue (Note 5)

 

$ 91,499

 

 

$ -

 

 

$ 105,314

 

 

$ -

 

Cost of Sales

 

 

-

 

 

 

-

 

 

 

10,256

 

 

 

-

 

Gross Profit

 

 

91,499

 

 

 

-

 

 

 

95,058

 

 

 

-

 

Non-operating income

 

 

2

 

 

 

-

 

 

 

557

 

 

 

-

 

Total income

 

 

91,501

 

 

 

-

 

 

 

95,615

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative expenses

 

 

82,658

 

 

 

5,996

 

 

 

182,972

 

 

 

26,001

 

Amortization

 

 

10,725

 

 

 

-

 

 

 

10,725

 

 

 

-

 

Finance expenses

 

 

228

 

 

 

-

 

 

 

540

 

 

 

-

 

Total expenses

 

 

93,611

 

 

 

5,996

 

 

 

194,237

 

 

 

26,001

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

(2,110 )

 

 

(5,996 )

 

 

(98,622 )

 

 

(26,001 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency adjustment

 

 

72

 

 

 

-

 

 

 

72

 

 

 

-

 

Comprehensive Income

 

$ (2,038 )

 

$ -

 

 

$ (98,550 )

 

$ (26,001 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted loss per common share

 

$ 0.00

 

 

$ (0.00 )

 

$ (0.01 )

 

$ (0.00 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding - basic and diluted

 

 

8,556,679

 

 

 

7,250,000

 

 

 

8,556,679

 

 

 

6,644,161

 

 

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

 

 
F-3
 
Table of Contents

 

Ajia Innogroup Holdings Limited

Formerly “Wigi4You, Inc.”

Condensed Consolidated Interim Statement of Stockholders' Equity

For the nine months ended March 31, 2018 and year ended Jun 30, 2017

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

Common Stock

 

 

Additional

 

 

 

 

 

Common  

 

 

Other

 

 

Total

 

 

 

($0.001 par value)

 

 

Paid-in

 

 

Accumulated

 

 

Stock

 

 

Comprehensive

 

 

Stockholders'

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Deficit

 

 

Subscribed

 

 

Income

 

 

Equity

 

Balance at June 30, 2016

 

 

5,250,000

 

 

$ 5,250

 

 

$ 15,720

 

 

$ (17,566 )

 

$ 31,000

 

 

$ -

 

 

$ 34,404

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Share application money received

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

9,000

 

 

 

-

 

 

 

9,000

 

Common stock issued for cash

 

 

2,000,000

 

 

 

2,000

 

 

 

38,000

 

 

 

-

 

 

 

(40,000 )

 

 

 

 

 

 

-

 

Net loss for the year ended

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(49,639 )

 

 

-

 

 

 

-

 

 

 

(49,639 )

Balance at June 30, 2017

 

 

7,250,000

 

 

$ 7,250

 

 

$ 53,720

 

 

$ (67,205 )

 

$ -

 

 

$ -

 

 

$ (6,235 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock issued for cash

 

 

20,000

 

 

 

20

 

 

 

9,980

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

10,000

 

Common stock issued in exchange for investment (Note 4)

 

 

3,000,000

 

 

 

3,000

 

 

 

125,700

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

128,700

 

Comprehensive loss for the period ended March 31, 2018

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(98,622 )

 

 

-

 

 

 

72

 

 

 

(98,550 )

Balance at March 31, 2018

 

 

10,270,000

 

 

$ 10,270

 

 

$ 189,400

 

 

$ (165,827 )

 

$ -

 

 

$ 72

 

 

$ 33,915

 

 

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

 

 
F-4
 
Table of Contents

 

Ajia Innogroup Holdings Limited

Formerly “Wigi4You, Inc.”

Condensed Consolidated Interim Statements of Cash Flows

For the nine months ended March 31, 2018 and 2017

(Unaudited)

 

 

 

 

 

 

 

 

 

For the nine months

 

 

 

ended March 31,

 

 

 

2018

 

 

2017

 

Cash flow from operating activities

 

 

 

 

 

 

Net loss

 

$ (98,622 )

 

$ (26,001 )

Item not affecting cash:

 

 

 

 

 

 

 

 

Amortization

 

 

10,725

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Changes in Operating Assets and Liabilities:

 

 

 

 

 

 

 

 

(Increase) decrease in accounts receivable

 

 

(2,601 )

 

 

-

 

(Increase) decrease in prepaid expense

 

 

(2,168 )

 

 

(1,667 )

Increase (decrease) in due to related party

 

 

88,398

 

 

 

-

 

Increase (decrease) in accrued expense

 

 

(2,125 )

 

 

-

 

Net cash used in operating activities

 

 

(6,393 )

 

 

(27,668 )

 

 

 

 

 

 

 

 

 

Cash flow from financing activities

 

 

 

 

 

 

 

 

Proceeds from stock issued or to be issued

 

 

10,000

 

 

 

9,000

 

Net cash provided by financing activities

 

 

10,000

 

 

 

9,000

 

 

 

 

 

 

 

 

 

 

Net increase/(decrease) in cash

 

 

3,607

 

 

 

(18,668 )

 

 

 

 

 

 

 

 

 

Effect of foreign translation on cash

 

 

72

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Cash at beginning of period

 

 

30

 

 

 

34,369

 

 

 

 

 

 

 

 

 

 

Cash at end of period

 

$ 3,709

 

 

$ 15,701

 

 

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

 

 
F-5
 
Table of Contents

  

AJIA INNOGROUP HOLDINGS, LTD.

FORMERLY “WIGI4YOU, INC.”

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the three and nine months ended March 31, 2018 and 2017

(Unaudited)

 

NOTE 1 – NATURE OF BUSINESS

 

Ajia Innogroup Holdings, Ltd., formerly “Wigi4you, Inc.” (the “Company” or “Ajia”) was incorporated in the State of Nevada on March 19, 2014. The Company had intended to provide a website and mobile app to assist event planners in locating performers, bands and speakers, booking locations and planning events in areas around the United States and Canada. However, The Company changed its business plan in 2017 and is currently planning to pursue the business in having self-help photo kiosks to be implemented at major convenient locations, such as shopping mall, buildings near subway stations, etc. to attract customers to use the service. In addition, the Company provides system development consulting and training services. The main revenue for these businesses will be generated from the self-help photo kiosks at which one can do photo printing, Wechat printing, game commemorative photos, copying documents, etc., as well as from consulting contracts.

 

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") collection code system. As a part of the agreement, the Company will share 10% of expenses and profit on the Project (See Note 4).

 

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”) (See Note 4), 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. (See Note 8).

 

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.

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

A summary of significant accounting policies of The Company is presented to assist in understanding the Company’s consolidated financial statements. The accounting policies presented in these footnotes conform to generally accepted accounting principles in the United States of America and have been consistently applied in the preparation of the accompanying financial statements. These financial statements and notes are representations of the Company’s management who are responsible for their integrity and objectivity.

 

Basis of Presentation

 

The unaudited financial statements for the period ended March 31, 2018 have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information in accordance with Securities and Exchange Commission (SEC) Regulation S-X rule 8-03. In the opinion of management, the unaudited financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the balance sheet as of March 31, 2018 and the results of operations and cash flows for the period then ended. The financial data and other information disclosed in these notes to the interim financial statements related to the period are unaudited. The results for the period ended March 31, 2018, are not necessarily indicative of the results to be expected for any subsequent quarters or for the entire year ending June 30, 2018.

 

These unaudited condensed consolidated interim financial statements and notes thereto should be read in conjunction with the Management’s Discussion and the audited consolidated financial statements and notes thereto included in the Annual Report on Form 10-K for the year ended June 30, 2017.

 

 
F-6
 
Table of Contents

 

Principles of Consolidation

 

The consolidated financial statements present the financial position, results of operations and cash flows for the Company and its wholly-owned subsidiaries, Splendor Radiant Corporation, A Jia Creative Holdings Limited, and Guangzhou Shengjia Trading Co., Ltd. Intercompany transactions and balances have been eliminated in consolidation.

 

Presentation Currency

 

The Company’s presentation and functional currency is US Dollars (US$). The functional currency of the Company’s subsidiaries, Splendor Radiant Corporation and A Jia Creative Holdings Limited, are in Hong Kong Dollars dollars (“HK$”), and Shengjia Trading Co., Ltd., in Chinese Renminbi (RMB), respectively. All assets and liabilities of the Company are translated into US dollars at the exchange rate prevailing at the balance sheet date. Revenue and expenses are translated at the weighted average exchange rates during the reporting period. The resulting translation adjustments are included in accumulated other comprehensive income.

 

Gains or losses resulting from transactions denominated in foreign currencies are included in net loss on the statement of operations as incurred. Exchange gains or losses arising from foreign currency transactions are included in the determination of other comprehensive income for the respective periods.

 

Cash

 

For purposes of the statement of cash flows, the Company considers all short-term debt securities purchased with maturity of three months or less to be cash equivalents.

 

Revenue recognition

 

The Company’s revenue recognition policies are in compliance with FASB ASC 605-35 “Revenue Recognition”. Revenue is recognized when a formal arrangement exists, the price is fixed or determinable, all obligations have been performed pursuant to the terms of the formal arrangement and collectability is reasonably assured.

 

For the Company’s self-serve kiosks, revenue is recognized when each kiosk satisfies the performance obligation by transferring control of the promised goods or services to the customer.

 

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.

 

Collaborative arrangements

 

On December 1, 2017 the Company entered into an agreement with Guangzhou Renhai Technology Co. Ltd. Renhai is a service provider involved in a project named “Collection Code” with the sponsor, Alipay (China) Network Technology Co., Ltd. (“Alipay”) (known as the “Project”).

 

The Company has evaluated the Renhai agreement and determined that it is a collaborative arrangement under FASB ASC Topic 808, Collaborative Arrangements and that Renhai is the principal participant; therefore, the Company will record costs incurred and revenue generated from third parties based on the percentage earned in the financial statements. The Company will re-evaluate whether an arrangement qualifies or continues to qualify as a collaborative arrangement whenever there is a change in either the roles of the participants or the participants’ exposure to significant risks and rewards, dependent on the ultimate commercial success of the endeavor.

 

The purpose of the Project is to improve the marketability and market penetration of Alipay’s collection code system. Alipay is a mobile phone app owned by Alibaba Group Holding Ltd. Alipay is principally an online payment tool which is one of the apps most people in the People’s Republic of China (“PRC”) are using. The Project shall earn revenues by successfully marketing and attracting users to the Alipay mobile app. The Company is responsible for improving the marketability and market penetration of the Project and is entitled to 10% of net profits earned by the Project.

 

 
F-7
 
Table of Contents

  

See note 4 and note 6 for impacts that relate to this agreement.

 

Fair Value of Financial Instruments

 

The Company applies fair value accounting for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as risks inherent in valuation techniques, transfer restrictions and credit risk. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:

 

Level 1 – Quoted prices in active markets for identical assets or liabilities.

 

Level 2 – Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

 

Level 3 – Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability.

 

In accordance with the fair value accounting requirements, companies may choose to measure eligible financial instruments and certain other items at fair value. The Company has not elected the fair value option for any eligible financial instruments.

 

As of March 31, 2018, the carrying value of cash, accounts receivable, accrued expenses and due to related party are required to be measured at fair value, approximated fair value due to the short-term nature and maturity of these instruments.

 

Use of Estimates

 

The preparation of financial statements in accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. A change in managements’ estimates or assumptions could have a material impact on the Company’s financial condition and results of operations during the period in which such changes occurred. Actual results could differ from those estimates. The Company’s financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented.

 

NOTE 3 – GOING CONCERN

 

The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company does not have an established source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern.

 

Under the going concern assumption, an entity is ordinarily viewed as continuing in business for the foreseeable future with neither the intention nor the necessity of liquidation, ceasing trading, or seeking protection from creditors pursuant to laws or regulations. Accordingly, assets and liabilities are recorded on the basis that the entity will be able to realize its assets and discharge its liabilities in the normal course of business.

 

As of March 31, 2018, the Company had a working capital deficit of $84,060, and an accumulated deficit of $165,827. This condition among others raises substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon its ability to eventually attain profitable operations. The accompanying financial statements do not include any adjustments that may be necessary if the Company is unable to continue as a going concern.

 

 
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In the next year, the Company’s foreseeable cash requirements will relate to continual development of the operations of its business, maintaining its good standing and making the requisite filings with the Securities and Exchange Commission, and the payment of expenses associated with app development. The Company may experience a cash shortfall and be required to raise additional capital.

 

Historically, it has mostly relied upon internally generated funds and funds from the sale of shares of stock to finance its operations and growth. Management may raise additional capital through future public or private offerings of the Company’s stock or through loans from private investors, although there can be no assurance that it will be able to obtain such financing. The Company’s failure to do so could have a material and adverse effect upon it and its shareholders.

 

In the past year, the Company funded operations by using cash proceeds received through the issuance of common stock. For the coming year, the Company plans to continue to fund the Company through debt and securities sales and issuances until the Company generates enough revenues through its operations. 

 

NOTE 4 – COLLABORATIVE AGREEMENT

 

As part of the arrangement with Renhai, the Company exchanged 3,000,000 shares representing 30% of the Company’s common stock at the time of issuance for a ten percent (10%) ownership interest in the Project for a fair value of $128,700 estimated using a discounted future cash flow valuation model. The significant assumptions are the discount rate of 24% and a term of 4 years. The assumptions represent managements best estimate based on the information available.

 

The total value of common shares of $128,700 is being amortized over the expected measurement period through December 1, 2020. As of March 31, 2018, $10,725 of amortization have been recorded and the unamortized fair value has been recorded as an intangible asset.

 

This arrangement has been superseded by the agreement with Guangzhou Renhai Network Technology Co., Ltd. subsequent to the end of the period (See Note 8).

 

NOTE 5 – REVENUE

 

During the period, the Company’s wholly owned subsidiary, Ajia Creative Holdings Limited, has entered into two consulting contracts with two third party clients, namely Heartful Blessing Catering Investment Limited and Shichirin Food and Beverage Corporation Limited (collectively referred as “the Clients”). These two contracts provide the Company a monthly revenue of US$20,000 and US$10,000 respectively for six months commencing from January 2018 to June 2018. The purpose of the contracts is to develop a catering order system and related training to the Clients.

 

The software system used to develop the catering order system is provided by Guangzhou Renhai Network Technology Co., Ltd. The Company has signed a software license agreement with Renhai providing the Company the right to use the Renhai software system. While this software system is being tested during an initial trial period, the Company is not required to pay any fee for using the software system during this trial period.

 

NOTE 6 – COMMON STOCK

 

On July 10, 2017, Company issued 20,000 share of Common Stock at $0.50 per share for cash proceeds of $10,000.

 

On December 1, 2017, the Company exchanged 3,000,000 shares of its common stock at a value of $128,700 to acquire 10% ownership of the Project (See Note 4). This amount has been recorded as an intangible asset.

 

NOTE 7 – RELATED PARTY TRANSACTIONS

 

As of March 31, 2018, the Company has a due to related parties balance of $88,953 through advances from shareholders. The advances are unsecured, non-interest bearing, and due on demand.

  

NOTE 8 – SUBSEQUENT EVENT

 

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., in which Shengjia would replace its 10% interest in the Alipay payment code business development project (“Alipay Project”) (See Note 4), 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. The reason for the replacement is primarily due to significant changes in China’s regulations and practices and these changes have negatively impacted the financial performance of the Alipay Project.

 

Renhai will maintain a 70% interest of the China Mobile project and will be responsible for the management and overall supervision of the project, and Shengjia will carry out various support functions.

 

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

 

FORWARD-LOOKING STATEMENTS

 

Certain statements made in this report may constitute “forward-looking statements on our current expectations and projections about future events”. These forward-looking statements involve known or unknown risks, uncertainties and other factors that may cause the actual results, performance, or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. In some cases you can identify forward-looking statements by terminology such as “may,” “should,” “potential,” “continue,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” and similar expressions. These statements are based on 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. These forward-looking statements are made as of the date of this report, and we assume no obligation to update 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 and actual results and events may vary significantly from those discussed in the forward-looking statements.

 

Overview

 

Business Development

 

Wigi4You, Inc. (the “Company”) 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.

 

On June 14, 2017, Ms. Yin Ling (Elaine) Wan was appointed as President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and member of our Board of Directors of our company. On June 14, 2017, Omri Revivo resigned as President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and member of our Board of Directors of our company.

 

On November 24, 2017 the Board of Directors accepted the resignation of Ms. Yin Ling (Elaine) Wan as Chief Executive and Chief Financial Officer of the Company. At the same time, the Board elected the following individuals to the following positions: Mr. Zhi Qiang Liang was elected as President, Chief Executive Officer and Director; Mr. Wai Hing (Samuel) Lai was elected as Chief Financial Officer; Shun Ching (Dickson) Wong was elected as a Director; Ms. Sin Kei (Stella) Hui was elected as a Director; Ms. Kiu Chung (Jacqueline) Tang was elected as Chief Operating Officer; Mr. Jeffrey Steward Firestone was elected as Director and Vice President of Investor Relations; Dr. Kwai Lam (Terence) Wong was elected as Vice President of Investor Relations and Ms. Yin Ling (Elaine) Wan was elected as Director, Secretary and Treasurer.

 

On December 1, 2017, the Company exchange 3,000,000 shares of its common stock for 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") collection code system. Alipay is a PRC company. The ownership interest will be acquired through the Company’s wholly owned subsidiary, Guangzhou Shengjia Trading Co., Ltd., a corporation organized under the laws of PRC.

 

On April 9, 2018, the Company announced that the name of Wigi4You, Inc. has been changed to Ajia Innogroup Holdings, Ltd., and its trading symbol has been changed to “AJIA”.

 

 
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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") 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, the Company is planning to acquire a business 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, electronic signature to making payment.

 

The management continues to evaluate the potential of this new self-help photo kiosk business opportunity and believes that this new kiosk business will bring profitable business revenue to the Company as the number of units grows in major cities in China in the future.

 

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

 

Plan of Operation

 

Our executive and operating office is located at Unit 301-302, 3/F, Austin Tower, 152 Austin Road, Tsim Sha Tsui, Kowloon, Hong Kong. Our management team is located at this office and will have to travel to China regularly to pursue the development of its businesses.

 

 
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Results of Operations

 

Comparison for the Three Months Ended March 31, 2018 and 2017

 

Revenues

 

During the three months ended March 31, 2018, the Company had revenue of $91,499 (2017: Nil).

 

Operating Expenses 

 

The Company’s operating expenses for the three months ended March 31, 2018 were $93,611 compared to $5,996 for the three months ended March 31, 2017. Operating expenses for the three months ended March 31, 2018 consist of general and administrative expense of $82,658, which includes professional, consulting and filing fees, amortization expense of $10,725 and finance expenses of $228. Operating expenses for the three months ended March 31, 2017 consist of only general and administrative expense $5,996.

 

Net Profit / Loss

 

During the three months ended March 31, 2018 the Company had net loss of $2,110 compared to a net loss of $5,996 for the three months ended March 31, 2017.

 

Comparison for the Nine Months Ended March 31, 2018 and 2017

 

Revenues

 

During the nine months ended March 31, 2018, the Company had revenue of $105,314 (2016: Nil).

 

Operating Expenses 

 

The Company’s operating expenses for the nine months ended March 31, 2018 were $194,237 compared to $26,001 for the nine months ended March 31, 2017. Operating expenses for the nine months ended March 31, 2018 consist of general and administrative expense of $182,972, which includes professional, consulting and filing fees, amortization expense of $10,725 and finance expenses of $540. Operating expenses for the nine months ended March 31, 2017 consist of general and administrative expense of $26,001.

 

Net Profit / Loss

 

During the nine months ended March 31, 2018 and 2017 the Company had net losses of $98,622 and $26,001, respectively.

 

Cash Used in Operating Activities

 

Net cash used in operating activities for the nine months ended March 31, 2018 was $6,393 compared to $27,668 for the nine months ended March 31, 2017, a decrease of $21,275. The net cash used in operating activities for the nine months ended March 31, 2018 are mainly attributed to the net loss of $98,622 and an increase of $88,398 in due to related party.

 

Cash Used in Investing Activities

 

There was no cash used in or provided from investing activities for nine months ended March 31, 2018 and 2017.

 

Cash Provided by Financing Activities

 

Net cash provided by financing activities for the nine months ended March 31, 2018 and 2017 were $10,000 and $9,000, respectively. The net cash provided by financing activities are mainly attributed to the proceeds received from issuance of the Company’s common stock.

 

 
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Liquidity and Capital Resources

 

On March 31, 2018, the Company had total current assets of $9,268, which consists of $3,709 in cash or cash equivalents, $2,601 in account receivables and $2,958 in prepaid expense, and had total current liabilities of $93,328, which consists of $4,375 in accrued expenses and $88,953 in due to related party.

 

As at March 31, 2018, the amounts due to related party were $88,953 compared to $555 as at June 30, 2017. The amounts were unsecured, interest free and have no fixed terms of repayment.

 

Historically, we have financed our cash flow and operations from the sale of common stock and loan from related party. While we will continue to seek out additional capital, there is no assurance that we will be successful in securing additional capital. We recognize that we are dependent on the ability of our management team to obtain the necessary working capital required.

 

We have limited business activity to generate revenue in preliminary stages from our operations. We will require additional funds to fully implement our plans. These funds may be raised through equity financing, debt financing, or other sources, which may result in the dilution in the equity ownership of our shares. We currently do not have any arrangements for additional financing and we may not be able to obtain financing when required. Our future is dependent upon our ability to obtain financing, a successful marketing and promotion program and, further in the future, achieving a profitable level of operations. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments. We will require additional funds to maintain our reporting status with the SEC and remain in good standing with the state of Nevada.

 

Going Concern

 

We have incurred net losses since our inception on March 19, 2014. We anticipate incurring additional losses before realizing growth in revenue and we 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, 2017 includes an explanatory paragraph regarding concerns about our ability to continue as a going concern, including additional information contained in the notes to our financial statements describing the circumstances leading to this disclosure. The financial statements do not include any adjustments that might result from the uncertainty about our ability to continue our business.

 

Recently Issued Accounting Pronouncements

 

We do not expect the adoption of any recently issued accounting pronouncements to have a significant impact on our net results of operations, financial position, or cash flows.

 

Off-Balance Sheet Arrangements

 

We have no off-balance sheet arrangements.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

Not applicable.

 

Item 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

As required by Rule 13a-15 under the Exchange Act, our management evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2018.

 

 
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Our management, with the participation of our president (our principal executive officer, principal accounting officer and principal financial officer), evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on this evaluation, our president (our principal executive officer, principal accounting officer and principal financial officer) has concluded that, as of the end of such period, our disclosure controls and procedures were not effective to ensure that information that is required to be disclosed by us in the reports we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our president (our principal executive officer and our principal accounting officer and principal financial officer), as appropriate, to allow timely decisions regarding required disclosure. The reason or these deficiencies are as follows:

 

 

1) We have not performed a risk assessment and mapped our process to control objective.

 

 

 

 

2) We do not have sufficient segregation of duties within our accounting functions.

 

Evaluation of 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) under the Exchange Act). Internal control over financial reporting is a process designed by, or under the supervision of, our president (our principal executive officer and our principal accounting officer and principal financial officer), to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. Internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of our company are being made only in accordance with authorizations of management and directors of our company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not provide absolute assurance that a misstatement of our financial statements would be prevented or detected.

 

Further, the evaluation of the effectiveness of internal control over financial reporting was made as of a specific date, and continued effectiveness in future periods is subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

Management has conducted, with the participation of our president (our principal executive officer and our principal accounting officer and principal financial officer), an evaluation of the effectiveness of our internal control over financial reporting as of March 31, 2018 in accordance with the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control — Integrated Framework. Based on this assessment, management concluded that as of March 31, 2018, our company’s internal control over financial reporting was not effective based on present company activity. Our Company is in the process of adopting specific internal control mechanisms. Future controls, among other things, will include more checks and balances and communication strategies between the management and the board to ensure efficient and effective oversight over company activities as well as more stringent accounting policies to track and update our financial reporting.

 

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

 

There were no changes in our internal control over financial reporting identified in connection with the evaluation described above during the quarter ended March 31, 2018 that has materially affected or is reasonably likely to materially affect our internal controls over financial reporting.

 

 
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PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings

 

We are not aware of any legal proceedings to which we are a 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) have 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.

 

Item 1A. Risk Factors

 

As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 1A.

 

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.

 

Item 5. Other Information

 

None.

 

 
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Item 6. Exhibits

 

Exhibit Description

 

 

Exhibit Number

 

Exhibit Description

31.1

 

Certification of the Chief Executive Officer 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

31.2

 

Certification of the Chief Financial Officer 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

32.1

 

Certification of the Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2

 

Certification of the Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS *

 

XBRL Instance Document

101.SCH *

 

XBRL Taxonomy Extension Schema Document

101.CAL *

 

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF *

 

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB *

 

XBRL Taxonomy Extension Label Linkbase Document

101.PRE *

 

XBRL Taxonomy Extension Presentation Linkbase Document

___________  

* XBRL (Extensible Business Reporting Language) information is furnished and 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 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.

 

 

 

 

DATED: May 14, 2018

By:  

/s/ Zhi Qiang Liang

 

 

 

Zhi Qiang Laing

 

 

 

President

Chief Executive Officer

 

 

 

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