UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Amendment No. 1 to

FORM 10-K

 

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

 

For the fiscal year ended June 30, 2020

 

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: None

  

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 the Securities Act.
	Yes ☐    No  ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act
	Yes ☐   No  ☒
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 last 90 days.
	Yes ☒   No  ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-K (§229.405 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  ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒
		Emerging Growth Company	☒

 

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

 

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

 

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

 

As of September 25, 2020 the registrant had 101,120,000 issued and outstanding shares of common stock.

 

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was $195,372,777.50 based upon the price ($2.50) at which the common stock was last sold as of December 31, 2019, the last business day of the registrant’s most recently completed second fiscal quarter, multiplied by the approximate number of shares of common stock held by persons other than executive officers, directors and five percent stockholders of the registrant without conceding that any such person is an “affiliate” of the registrant for purposes of the federal securities laws.

 

 DOCUMENTS INCORPORATED BY REFERENCE: None

 

  

Ajia Innogroup Holdings, LTD.

    

TABLE OF CONTENTS

 

PART I
ITEM 1.	Business		5
ITEM 1A.	Risk Factors		8
ITEM 1B.	Unresolved Staff Comments		14
ITEM 2.	Properties		14
ITEM 3.	Legal Proceedings		14
ITEM 4.	Mine Safety Disclosures		14
PART II
ITEM 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		15
ITEM 6.	Selected Financial Data		18
ITEM 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations		18
ITEM 7A.	Quantitative and Qualitative Disclosures About Market Risk		22
ITEM 8.	Financial Statements and Supplementary Data		F-1
ITEM 9.	Changes In and Disagreements with Accountants on Accounting and Financial Disclosure		23
ITEM 9A.	Controls and Procedures		23
ITEM 9B.	Other Information		24
PART III
ITEM 10.	Directors, Executive Officers, and Corporate Governance		25
ITEM 11.	Executive Compensation		28
ITEM 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		29
ITEM 13.	Certain Relationships and Related Transactions, and Director Independence		30
ITEM 14.	Principal Accounting Fees and Services		30
PART IV
ITEM 15.	Exhibits, Financial Statement Schedules		32
	Signatures		33

 

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EXPLANATORY NOTE

 

Ajia Innogroup Holdings, Ltd. is filing this Amendment No. 1 on Form 10-K/A for the year ended June 30, 2020, to amend and restate financial statements and other financial information on the Company’s Annual Report on Form 10-K for the year ended June 30, 2020, as filed with the Securities and Exchange Commission (the “SEC”) on October 5, 2020 (the “Original Filing”).

 

The purpose of this Amendment No. 1 on Form 10-K/A is to include all necessary disclosure and the opinion of the Company’s independent auditors which was not included in the Original Filing.  For convenience and ease of reference, the Company is filing this Form 10-K/A in its entirety with all applicable changes and unless otherwise stated, all information contained in this amendment is as of October 5, 2020, the filing date of the Original Filing. Except as stated herein, this Form 10-K/A does not reflect events or transactions occurring after such filing date or modify or update those disclosures in the Original Filing that may have been affected by events or transactions occurring subsequent to such filing date.

   

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PART I

  

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections. We may use words such as “anticipate,” “expect,” “intend,” “plan,” “believe,” “foresee,” “estimate” and variations of these words and similar expressions to identify forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted. These risks and uncertainties include the following:

 

•

The availability and adequacy of our cash flow to meet our requirements;

 

•

Economic, competitive, demographic, business and other conditions in our local and regional markets;

 

•

Changes or developments in laws, regulations or taxes in our industry;

 

•

Actions taken or omitted to be taken by third parties including our suppliers and competitors, as well as legislative, regulatory, judicial and other governmental authorities;

 

•

Competition in our industry;

 

•

The loss of or failure to obtain any license or permit necessary or desirable in the operation of our business;

 

•

Changes in our business strategy, capital improvements or development plans;

 

•

The availability of additional capital to support capital improvements and development; and

 

•

Other risks identified in this report and in our other filings with the Securities and Exchange Commission or the SEC.

 

This report should be read completely and with the understanding that actual future results may be materially different from what we expect. The forward looking statements included in this report are made as of the date of this report and should be evaluated with consideration of any changes occurring after the date of this Report. We will not update forward-looking statements even though our situation may change in the future and we assume no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

 

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Use of Term

 

Except as otherwise indicated by the context, references in this Annual Report to the words "we," "our," "us," the "Company" "AJIA," or “Ajia” refers to Ajia Innogroup Holdings Limited. All references to “USD” or United States Dollars refer to the legal currency of the United States of America.

  

Item 1. Business

 

Overview

 

Corporate Background-  Business Development

 

Ajia Innogroup Holdings, LTD.(the “Company”) was incorporated in the State of Nevada on March 19, 2014, and our fiscal year end is June 30. The Company'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 Company changed its business plan in 2017 and pursued the business of self-help photo kiosks to be implemented at major convenient locations, such as shopping mall, buildings near subway stations, etc. to attract customers to use the service.

 

In September 2017, the Company began exploring a business plan for a sales system for food and beverage products also sometimes referred to as a catering integration system. 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.

 

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.

 

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.

  

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.

 

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Nevertheless, even with the above remedies, the returns from the projects are still not satisfied by the Company’s management and are far below the estimations made from Renhai to the Company. In this regard, on December 28, 2018, both parties agreed that the agreements between Shengia and Renhai are rescinded and voided. Renhai shall return the Company’s 3,000,000 shares to the Company for cancellation and the Company shall return all the incomes previously received from Renhai. The Company cancelled these 3,000,000 shares of common stock on December 28, 2018.

   

On July 28, 2018, the Company issued a convertible promissory note in the amount of $300,000.00 to Full Yick International Ltd. Pursuant to the terms the convertible promissory note was convertible into 93,750,000 common shares of the Company at $0.0032 per share on July 31, 2019. On or about August 9, 2019, Full Yick International Ltd. exercised their option to convert the $300,000.00 note into 93,750,000 common shares of the Company, which constitutes approximately 92.8% of the issued and outstanding common shares of the Company, and instructed the Company to issue the shares to approximately 84 shareholders. Of those approximately 84 shareholders, the largest, Full Yick International, Ltd., holds 12,038,723 shares, or approximately 11.9% of the issued and outstanding shares of the Company. There are no arrangements between the members of the former and new control groups and their associates with respect to election of directors or other matters.

   

On September 20, 2019, Mr. Kin Chung Ken Tam was appointed as members of the Board of Directors (the “Board”) of the Company’s Executive directors. Mr. Hung Hin Samuel Leung and Mr. Kwok Fai Thomas Yip were appointed as members of the Board of the Company’s Independent and Non-executive directors - Audit committee.  On September 20, 2019, Ms. Sin Kei Stella Hui and Mr. Shun Ching (Dickson) Wong were resigned from the member of the Board of the Company .

 

On March 30, 2020, Splendor Radiant Limited, a wholly-owned subsidiary of 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. The project has not yet commenced.

 

On September 28, 2020, Mr. Kwok Fai YIP, Thomas (Mr. Yip) was resigned from a member of our Board of Directors of the Company’s Independent and Non-executive directors - Audit committee. Concurrently, Mr. Yip was appointed as the Company’s Executive Director and Vice Chairman.   Mr. Yip’s position as the Company’s Independent and non-executive director was immediately replaced by Ms. Tang, Kiu Chung Jacqueline (Ms. Tang) who was formerly engaged as the Company’s Chief Operating Officer (“COO”).  Ms. Tang resigned from the position of COO concurrently with this appointment.

 

On November 17, 2020, subsequent to our year end, Mr. Zhi Qiang Liang resigned as Chief Executive Officer and Mr. Yip was appointed as Chief Executive Officer.

 

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.

 

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 "), 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.

   

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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.

 

Principal Products, Services and Their Markets

 

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

 

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Status of Publicly Announced New Products or Services

 

Ajia currently has no new publicly announced products or services.

 

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

 

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

 

Governmental Controls, Approval and Licensing Requirements

 

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

 

Research and Development Activities and Costs

 

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

 

Number of Employees

   

The Company has no significant employees other than our officers and directors and one employee who is responsible for the accounting and general administrative matters. In addition, the Company outsources its financial and management matters to various management consultants during the year.   We intend to increase the size of our management team and hire additional employees in the future to manage the continued growth of our company and to increase our sales force and marketing efforts.

 

Place of Operation

 

Our executive and operating office is located at Room 1001, 10/F., Grandmark, No. 10 Granville 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.

 

Item 1A. Risk Factors

 

There are certain inherent risks which will have an effect on our development in the future and the most significant risks and uncertainties known and identified by our management are described below.

    

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RISKS RELATED TO PANDEMICS

 

The effects of the recent COVID-19 coronavirus pandemic are not immediately known, but may adversely affect our business, results of operations, financial condition, liquidity, and cash flow.  

 

Presently, the impact of COVID-19 has not shown any imminent adverse effects on our business. This notwithstanding, it is still unknown and difficult to predict what adverse effects, if any, COVID-19 can have on our business, or against the various aspects of same, or how COVID-19 will continue to effect the world as the virus case numbers rise and fall.

 

As of the date of this Annual Report, COVID-19 coronavirus has been declared a pandemic by the World Health Organization, has been declared a National Emergency by the United States Government. COVID-19 coronavirus caused significant volatility in global markets. The spread of COVID-19 coronavirus has caused public health officials to recommend precautions to mitigate the spread of the virus, especially as to travel and congregating in large numbers. In addition, certain countries, states and municipalities have enacted, quarantining and “shelter-in-place” regulations which severely limit the ability of people to move and travel and require non-essential businesses and organizations to close. While some places have lessened their “shelter-in-place” restrictions and travel bans, as they are removed there is no certainty that an outbreak will not occur and additional restrictions imposed again in response.

  

It is unclear how such restrictions, which will contribute to a general slowdown in the global economy, will affect our business, results of operations, financial condition and our future strategic plans. Shelter-in-place and essential-only travel regulations could negatively impact us. The current status of COVID-19 coronavirus closures and restrictions could negatively impact our ability to receive funding from our existing capital sources as each business is and has been affected uniquely.

 

If any of our employees, consultant, customers, or visitors were to become infected we could be forced to close our operations temporarily as a preventative measure to prevent the risk of spread which could also negatively impact our ability to receive funding from our existing capital sources as each business is and has been affected uniquely

 

In addition, our headquarters are located in Hong Kong which experienced restrictions on individuals and business shutdowns as the result of COVID-19. It is unclear at this time how these restrictions will be continued and/or amended as the pandemic evolves. We are hopeful that COVID-19 closures will have only a limited effect on our operations.

 

General securities market uncertainties resulting from the COVID-19 pandemic.  

 

Since the outset of the pandemic the United States and worldwide national securities markets have undergone unprecedented stress due to the uncertainties of the pandemic and the resulting reactions and outcomes of government, business and the general population. These uncertainties have resulted in declines in all market sectors, increases in volumes due to flight to safety and governmental actions to support the markets. As a result, until the pandemic has stabilized, the markets may not be available to the Company for purposes of raising required capital.  Should we not be able to obtain financing when required, in the amounts necessary to execute on our plans in full, or on terms which are economically feasible we may be unable to sustain the necessary capital to pursue our strategic plan and may have to reduce the planned future growth and/or scope of our operations.

 

RISKS ASSOCIATED WITH OUR BUSINESS

 

Our independent auditors have issued an audit opinion for Ajia which includes a statement describing our going concern status. Our financial status creates a doubt whether we will continue as a going concern.

 

As described in Note 2 of our accompanying financial statements, our auditors have issued a going concern opinion regarding the Company. This means there is substantial doubt we can continue as an ongoing business for the next twelve months. The financial statements do not include any adjustments that might result from the uncertainty regarding our ability to continue in business. As such, we may have to cease operations and investors could lose part or all of their investment in the Company.

 

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We lack an operating history and have losses which we expect to continue into the future. There is no assurance our future operations will result in profitable revenues. If we cannot generate sufficient revenues to operate profitably, we may suspend or cease operations.

 

We were incorporated on March 19, 2014, and we have not fully developed our proposed business operations and have realized no revenues. We have no operating history upon which an evaluation of our future success or failure can be made. Our net loss for the years ended June 30, 2020 and 2019, was $ 66,949 and $244,984, respectively, most of which is for professional fees. Our ability to achieve and maintain profitability and positive cash flow is dependent upon:

 

•

Completion of the share offering,

 

•

Our ability to attract customers who will use our services,

 

•

Our ability to generate revenue through the sale of our services.

 

Based upon current plans, we expect to incur operating losses in future periods because we will be incurring expenses and not generating revenues. We cannot guarantee that we will be successful in generating revenues in the future. In the event the Company is unable to generate revenues, it may be required to seek additional funding. Such funding may not be available, or may not be available on terms which are beneficial and/or acceptable to the Company. In the event the Company cannot generate revenues and/or secure additional financing, the Company may be forced to cease operations and investors will likely lose some or all of their investment in the Company.

 

Although we obtain clients or customers, there is no assurance that we will make a profit.

 

Even if we obtain clients or customers for our services, there is no guarantee that we will develop products and/or services that our clients/customers will want to use. If we are unable to attract enough customers/clients to purchase services (and any products we may develop or sell) it will have a negative effect on our ability to generate sufficient revenue from which we can operate or expand our business. The lack of sufficient revenues will have a negative effect on the ability of the Company to continue operations and it could force the Company to cease operations.

 

Some of our competitors have significantly greater financial and marketing resources than we do.

 

Our industry has many competitors that have significantly greater financial and marketing resources than do we. There are no assurances that our efforts to compete in the marketplace will be successful. We are a relatively late entry into a mature market for our services. There can be no assurance that we will be able to develop a profitable niche in this market.

 

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We are in a competitive market which could impact our ability to gain market share which could harm our financial performance.

 

Our business can be competitive , we face competition from traditional caterers, marketing services, and other industry specific technologies offering similar services. The barriers to entry are relatively low, and we may face competitive pressures from companies anxious to join this niche. We face competition from larger businesses who are easily accessible  proven companies that offer similar niche service which may prevent us from gaining enough market share to become successful. These competitors have existing customers that may form a large part of our targeted client base, and such clients may be hesitant to switch over from already established competitors to our service. If we cannot gain enough market share, our business and our financial performance will be adversely affected.

 

We do not have any additional source of funding for our business plans and may be unable to find any such funding if and when needed, resulting in the failure of our business.

 

We have no source of capital that has been identified or sought. As a result we do not have an alternate source of funds. If we do find an alternative source of capital, the terms and conditions of acquiring such capital may result in dilution and the resultant lessening of value of the shares of stockholders. As widely reported, the global and domestic financial markets have been extremely volatile in recent months. If such conditions and constraints continue or if there is no investor appetite to finance our specific business, we may not be able to acquire additional financing through credit markets or equity markets. Even if additional financing is available, it may not be available on terms favorable to us. At this time, we have not identified or secured sources of additional financing. Our failure to secure additional financing when it becomes required will have an adverse effect on our ability to remain in business.

 

If we are not successful in raising sufficient funds , we will be faced with several options:

 

1. abandon our business plans, cease operations and go out of business;

 

2. continue to seek alternative and acceptable sources of capital; or

 

3. bring in additional capital that may result in a change of control.

 

We possess minimal capital, which may severely restrict our ability to develop our services. If we are unable to raise additional capital, our business will fail.

 

We possess minimal capital and must limit the amount of marketing we can perform with respect to our services. We feel we require a minimum of $12,500 to provide sufficient capital to commence with operations and development of the business plan. Our limited marketing activities may not attract enough clients to generate sufficient revenue to operate profitably, expand our services, implement our business plan or continue operating our business. Our limited marketing capabilities may have a negative effect on our business and may cause us to limit or cease our business operations which could result in investors losing some or all of their investment in the Company.

 

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If our estimates related to future expenditures are erroneous or inaccurate, our business will fail and you could lose your entire investment.

 

Our success is dependent in part upon the accuracy of our management’s estimates of our future cost expenditures for legal and accounting services (including those we expect to incur as a publicly reporting company), for website marketing and development expenses, and for administrative expenses, which management estimates to be approximately between $25,000 and $45,000 over the next twelve months. If such estimates are erroneous or inaccurate, or if we encounter unforeseen costs, we may not be able to carry out our business plan, which could result in the failure of our business and the loss of your entire investment.

 

Our auditor has raised substantial doubts about our ability to continue as a going concern and if we are unable to continue our business, our shares may have little or no value.

 

The company’s ability to become a profitable operating company is dependent upon its ability to generate revenues and/or obtain financing adequate to fulfill its research and market introduction activities, and achieving a level of revenues adequate to support our cost structure has raised substantial doubts about our ability to continue as a going concern. We plan to attempt to raise additional equity capital by selling shares and, if necessary, through one or more private placement or public offerings.

 

However, the doubts raised, relating to our ability to continue as a going concern, may make our shares an unattractive investment for potential investors. These factors, among others, may make it difficult to raise any additional capital.

 

Risks Related to our Common Stock

 

Trading in our stock is limited by the SEC’s penny stock regulations.

 

Our stock is categorized as a penny stock. The SEC has adopted Rule 15g-9 which generally defines "penny stock" to be any equity security that has a market price (as defined) less than US$ 5.00 per share or an exercise price of less than US $5.00 per share, subject to certain exclusions (e.g., net tangible assets in excess of $ 2 ,000,000 or average revenue of at least $6,000,000 for the last three years). The penny stock rules impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and accredited investors. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC, which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. Finally, broker-dealers may not handle penny stocks under $0.10 per share.

 

These disclosure requirements reduce the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules would affect the ability of broker-dealers to trade our securities if we become subject to them in the future. The penny stock rules also could discourage investor interest in and limit the marketability of our common stock to future investors, resulting in limited ability for investors to sell their shares .

 

FINRA sales practice requirements may also limit a shareholder’s ability to buy and sell our stock.

 

In addition to the “penny stock” rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

 

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The market price of our common stock may be volatile.

 

The market price of our common stock has been and is likely in the future to be volatile. Our common stock price may fluctuate in response to factors such as: 

 

•	Halting of trading by the SEC or FINRA.
•	Announcements by us regarding liquidity, legal proceedings, significant acquisitions, equity investments and divestitures, strategic relationships, addition or loss of significant customers and contracts, capital expenditure commitments, loan, note payable and agreement defaults, loss of our subsidiaries and impairment of assets,
•	Issuance of convertible or equity securities for general or merger and acquisition purposes,
•	Issuance or repayment of debt, accounts payable or convertible debt for general or merger and acquisition purposes,
•	Sale of a significant number of shares of our common stock by shareholders,
•	General market and economic conditions,
•	Quarterly variations in our operating results,
•	Investor relation activities,
•	Announcements of technological innovations,
•	New product introductions by us or our competitors,
•	Competitive activities, and
•	Additions or departures of key personnel.

 

These broad market and industry factors may have a material adverse effect on the market price of our common stock, regardless of our actual operating performance. These factors could have a material adverse effect on our business, financial condition, and/or results of operations.

 

We do not anticipate paying any cash dividends on our capital stock in the foreseeable future.

 

We have never declared or paid cash dividends on our capital stock. We currently intend to retain all of our future earnings, if any, to finance the growth and development of our business, and we do not anticipate paying any cash dividends on our capital stock in the foreseeable future. In addition, the terms of any future debt agreements may preclude us from paying dividends. As a result, capital appreciation, if any, of our common stock will be your sole source of gain for the foreseeable future.

 

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Item 1B. Unresolved Staff Comments.

 

As of June 30, 2020 there are no unresolved Staff Comments.

 

Item 2. Properties.

 

The Company’s corporate address for administrative matters is 1980 Festival Plaza Drive Suite 530, Las Vegas, NV 89135; Phone: (702) 360-0652. Our executive and operating office is located at Room 1001, 10/F., Grandmark, No. 10 Granville Road, Tsim Sha Tsui, Kowloon, Hong Kong. We lease this space which consists of 640 sq ft of office for $2,450 (equal to approximately HK$19,000) per month. We believe that this space is adequate for our current and immediately foreseeable operating needs.

   

Item 3. Legal Proceedings.

 

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

 

Item 4. Mine Safety Disclosures.

 

Not Applicable

 

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PART II

 

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 

Market Information

  

Our common stock is currently quoted on Over-the-Counter Bulletin Board (“OTCBB”). Our common stock commenced quotation on the OTCBB under the trading symbol “WGYY”. On March 5, 2018, our symbol was changed to “AJIA” to reflect the Company’s name change to Ajia Innogroup Holding Limited. Our common stock began trading in November 2016. Because we are quoted on the OTC Pink Sheet, our common stock may be less liquid, receive less coverage by security analysts and news media, and generate lower prices than might otherwise be obtained if it were listed on a national securities exchange.

  

The following table sets forth the high and low bid prices for our Common Stock per quarter as reported by the OTC Markets for the quarterly periods indicated below based on our fiscal year end June 30. These prices represent quotations between dealers without adjustment for retail mark-up, markdown or commission and may not represent actual transactions.

 

Fiscal Quarter		High				Low
First Quarter (Jul. 1, 2018- Sept. 30, 2018)		$	13.00			$	5.00
Second Quarter (Oct. 1, 2018 - Dec. 31, 2018)			6.00				3.25
Third Quarter (Jan. 1, 2019- Mar. 31, 2019)			5.79				2.25
Fourth Quarter (Apr. 1, 2019- Jun. 30, 2019)			3.00				0.11
First Quarter (Jul. 1, 2019- Sept. 30, 2019)		$	0.15			$	0.10
Second Quarter (Oct. 1, 2019- Dec. 31, 2019)		$	3.25			$	0.10
Third Quarter (Jan. 1, 2020 - Mar. 31, 2020)		$	3.00			$	0.80
Fourth Quarter (Apr. 1, 2020 - Jun. 30, 2020)		$	1.30			$	0.76

 

Record Holders

 

As of June 30, 2020, the approximate number of registered holders of our common stock was 100. As of June 30, 2020, there were 101,120,000 shares of common stock issued and outstanding and there were 1,000 shares of ed stock issued and outstanding. There were no shares of common stock subject to outstanding warrants, and there were no shares of common stock subject to outstanding stock options.

 

Securities Authorized for Issuance under Equity Compensation Plans

 

None.

 

Dividend Policy

 

The Company does not anticipate paying dividends on the Common Stock at any time in the foreseeable future. The Company’s Board of Directors currently plans to retain earnings for the development and expansion of the Company’s business. Any future determination as to the payment of dividends will be at the discretion of the Board of Directors of the Company and will depend on a number of factors including future earnings, capital requirements, financial conditions and such other factors as the Board of Directors may deem relevant.

  

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Transfer Agent

 

Our Transfer Agent is:

 

Vail Stock Transfer

3900 S Hualapai Way, Suite 135

Las Vegas, NV

89147https://vailstocktransfer .com /

(702) 463 8832

  

Recent Sales of Unregistered Securities:

 

The following sets forth certain information concerning securities which were sold or issued by us without the registration of the securities under the Securities Act of 1933 in reliance on exemptions from such registration requirements within the past two years:

 

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. 

 

On March 19, 2020, the Company issued 1,000 shares of Series A Preferred Stock to MS. YIN LING WAN as security for advances made to the Company. The shares were issued in May 2020.

 

In April 2020, the Company issued 100,000 shares to Allied Precision Medicine Consultants as consideration for the MOU dated March 30, 2020.

 

The sales of the above securities were exempt from registration under the Securities Act of 1933, as amended (Securities Act), in reliance upon Section 4(2) of the Securities Act, or Rule 701 promulgated under Section 3(b) of the Securities Act as transactions by an issuer not involving any public offering or pursuant to benefit plans and contracts relating to compensation as provided under Rule 701. The recipients of the securities in each of these transactions represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed upon the stock certificates issued in these transactions.

 

Exemption From Registration.  The shares of Common Stock and Preferred Stock referenced herein were issued in reliance upon one of the following exemptions:

 

(a)The shares of Common Stock referenced herein were issued in reliance upon the exemption from securities registration afforded by the provisions of Section 4(2) of the Securities Act of 1933, as amended, ("Securities Act"), based upon the following: (a) each of the persons to whom the shares of Common Stock were issued (each such person, an "Investor") confirmed to the Company that it or he is an "accredited investor," as defined in Rule 501 of Regulation D promulgated under the Securities Act and has such background, education and experience in financial and business matters as to be able to evaluate the merits and risks of an investment in the securities, (b) there was no public offering or general solicitation with respect to the offering of such shares, (c) each Investor was provided with certain disclosure materials and all other information requested with respect to the Company, (d) each Investor acknowledged that all securities being purchased were being purchased for investment intent and were "restricted securities" for purposes of the Securities Act, and agreed to transfer such securities only in a transaction registered under the Securities Act or exempt from registration under the Securities Act and (e) a legend has been, or will be, placed on the certificates representing each such security stating that it was restricted and could only be transferred if subsequently registered under the Securities Act or transferred in a transaction exempt from registration under the Securities Act.

 

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(b)The shares of common stock referenced herein were issued pursuant to and in accordance with Rule 506 of Regulation D and Section 4(2) of the Securities Act. We made this determination in part based on the representations of the Investor(s), which included, in pertinent part, that such Investor(s) was an “accredited investor” as defined in Rule 501(a) under the Securities Act, and upon such further representations from the Investor(s) that (a) the Investor is acquiring the securities for his, her or its own account for investment and not for the account of any other person and not with a view to or for distribution, assignment or resale in connection with any distribution within the meaning of the Securities Act, (b) the Investor agrees not to sell or otherwise transfer the purchased securities unless they are registered under the Securities Act and any applicable state securities laws, or an exemption or exemptions from such registration are available, (c) the Investor either alone or together with its representatives has knowledge and experience in financial and business matters such that he, she or it is capable of evaluating the merits and risks of an investment in us, and (d) the Investor has no need for the liquidity in its investment in us and could afford the complete loss of such investment. Our determination is made based further upon our action of (a) making written disclosure to each Investor prior to the closing of sale that the securities have not been registered under the Securities Act and therefore cannot be resold unless they are registered or unless an exemption from registration is available, (b) making written descriptions of the securities being offered, the use of the proceeds from the offering and any material changes in the Company’s affairs that are not disclosed in the documents furnished, and (c) placement of a legend on the certificate that evidences the securities stating that the securities have not been registered under the Securities Act and setting forth the restrictions on transferability and sale of the securities, and upon such inaction of the Company of any general solicitation or advertising for securities herein issued in reliance upon Rule 506 of Regulation D and Section 4(2) of the Securities Act .

 

(c) The shares of Common Stock referenced herein were issued pursuant to and in accordance with Rule 903 of Regulation S of the Act. We completed the offering of the shares pursuant to Rule 903 of Regulation S of the Act on the basis that the sale of the shares was completed in an "offshore transaction", as defined in Rule 902(h) of Regulation S. We did not engage in any directed selling efforts, as defined in Regulation S, in the United States in connection with the sale of the shares. Each investor represented to us that the investor was not a "U.S. person", as defined in Regulation S, and was not acquiring the shares for the account or benefit of a U.S. person. The agreement executed between us and each investor included statements that the securities had not been registered pursuant to the Act and that the securities may not be offered or sold in the United States unless the securities are registered under the Act or pursuant to an exemption from the Act. Each investor agreed by execution of the agreement for the shares: (i) to resell the securities purchased only in accordance with the provisions of Regulation S, pursuant to registration under the Act or pursuant to an exemption from registration under the Act; (ii) that we are required to refuse to register any sale of the securities purchased unless the transfer is in accordance with the provisions of Regulation S, pursuant to registration under the Act or pursuant to an exemption from registration under the Act; and (iii) not to engage in hedging transactions with regards to the securities purchased unless in compliance with the Act. All certificates representing the shares were or upon issuance will be endorsed with a restrictive legend confirming that the securities had been issued pursuant to Regulation S of the Act and could not be resold without registration under the Act or an applicable exemption from the registration requirements of the Act.

 

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Item 6. Selected Financial Data.

 

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 7. 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 notes thereto included herein. We caution readers regarding certain forward looking statements in the following discussion and elsewhere in this report and in any other statement made by, or on our behalf, whether or not in future filings with the Securities and Exchange Commission. Forward-looking statements are statements not based on historical information and which relate to future operations, strategies, financial results or other developments. Forward looking statements are necessarily based upon estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control and many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward looking statements made by, or our behalf. We disclaim any obligation to update forward-looking statements.

 

Overview

 

We qualify as an “emerging growth company” under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:

 

•

have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;

 

•

comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);

 

•

submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay” and “say-on-frequency;” and

 

•

disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation.

 

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

 

We will remain an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues exceed $1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.

   

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Comparison of the Years Ended June 30, 2020 and 2019

  

During the year ended June 30, 2020, COVID-19 affected the operational and financial performance of the Company: Hong Kong, PRC, and United States national economic shutdown that was imposed to limit the spread of COVID-19. Both global and local markets have suffered huge public and private financial and economic losses. The closures resulting from COVID have required management to focus on making rapid decisions to protect employees, address new customers’ concerns and needs and shareholder support. Management has had to readjust and act-Resolve, Resilience, Return, Reimagination, and Reform- both in order to address to immediate crisis and to prepare for the next normal after the battle against coronavirus has been won.

     

As of June 30, 2020, we suffered from a working capital deficit of $ 43,383 . As a result, our continuation as a going concern is dependent upon improving our profitability and the continuing financial support from our stockholders or other capital sources. Management believes that the continuing financial support from the existing shareholders and external financing will provide the additional cash to meet our obligations as they become due. Our financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets and liabilities that may result in the Company not being able to continue as a going concern.

 

The following table sets forth certain operational data for the year ended June 30, 2020, compared to the year ended June 30, 2019:

 

		Years ended June 30,
		2020				2019
Revenue		$	92,883			$	49,997
Cost of revenue			(12,829	)			(88,389	)
Gross profit (loss)			80,054				(38,392	)
General and administrative expenses			(170,538	)			(97,242	)
Professional fees			(69,343	)			(109,374	)
Loss from operation			(159,827	)			(245,008	)
Total other income			92,878				24
Income tax expense			-				-
NET LOSS		$	(66,949	)		$	(244,984	)

 

Revenues

 

During the years ended June 30, 2020 and 2019, we have derived income of $92,883 and $49,997 from the sale and licensing of POS system income.

 

Operating Expenses

 

The Company’s operating expenses for the years ended June 30, 2020 and 2019 were $ 239,881 and $206,616, respectively. Operating expenses in June 30, 2020 consisted of professional fees of $69,343, general and administrative expense $ 170,538 . Operating expenses in June 30, 2019 consisted of professional fees of $109,374 and general and administrative expense $97,242.

 

Total Other Income

 

During the year ended June 30, 2020, the Company recorded total other income of $92,878, mainly consisted of $83,762 recovery from the project sub-contractor and $8,852 of government subsidy income. During the year ended June 30, 2019, the Company recorded total other income of $24, mainly relating to foreign exchange gain.

 

Net Loss

 

During the years ended June 30, 2020 and 2019, the Company recognized net losses of $ 66 ,649 and $244,984.

 

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Liquidity and Capital Resources

 

At June 30, 2020 and 2019, we had current assets of $114,434 and $36,605 which consisting of cash and cash equivalents, trade receivables, earnest deposit and prepaid expenses. At June 30, 2020 and 2019, our total current liabilities were $ 158,416 and $416,375, respectively consisting of accounts payable and accrued expenses and due to related party.

 

We believe that our current cash and other sources of liquidity discussed below are adequate to support general operations for at least the next 12 months.

 

		Years Ended June 30,
		2020				2019
Net cash used operating activities		$	(44,151	)		$	(252,496	)
Net cash used in investing activities			(169	)			-
Net cash provided by financing activities		$	20,194			$	283,429

 

Net Cash Used In Operating Activities.

 

For the year ended June 30, 2020 , net cash used in operating activities was $ 44,151 , which consisted primarily of a net loss of $66,949, offset by an increase in accounts receivables of $3,871, a decrease in prepayments and other receivables of $4,621, an increase in accounts payable and accrued liabilities of $21,847, depreciation of plant and equipment of $200 and non-cash expenses of $1.

 

For the year ended June 30, 2019 , net cash used in operating activities was $252,496, which consisted primarily of net loss of $244,984, offset by, a decrease in accounts receivables of $2,768, an increase in prepayments and other receivables of $3,138, a decrease in accounts payable and accrued liabilities of $7,335 and non-cash items, $193 of depreciation of plant and equipment.

 

We expect to continue to rely on cash generated through financing from our existing shareholders and private placements of our securities, however, to finance our operations and future acquisitions.

 

Net Cash Used In Investing Activities.

 

For the year ended June 30, 2020, net cash used in investing activities was $169 consisting primarily of the purchase of plant and equipment.

 

For the year ended June 30, 2019, there is no net cash provided by investing activities.

 

Net Cash Provided By Financing Activities.

 

For the year ended June 30, 2020, net cash provided by financing activities was $20,194 consisting primarily of advances from the Company ’ s related parties.

 

For the year ended June 30, 2019, net cash provided by financing activities was $283,429, consisting primarily of advances from the Company ’ s related parties.

 

We have not yet generated net profits 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.

 

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Cash Requirements /Future Financing

 

There is no historical financial information about us on which to base an evaluation of our performance. We are a development stage company and have not generated much revenue from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in developing our website, and possible cost overruns due to the price and cost increases in supplies and services.

 

While an officer and director has generally indicated a willingness to provide services and financial contributions if necessary, there are presently no agreements, arrangements, commitments, or specific understandings, either verbally or in writing, between any officer and director, and Ajia. During the first year of operations, our officer and director will also provide his labor at no charge.

  

If we are unable to meet our needs for cash from either the money that we raise from our offering, or possible alternative sources, then we may be unable to continue, develop, or expand our operations.

 

We have no plans to undertake any product research and development during the next twelve months. There are also no plans or expectations to acquire or sell any plant or plant equipment in the first year of operations.

 

Off-Balance Sheet Arrangements

 

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

 

Ajia Innogroup Holdings, LTD. has never been in bankruptcy or receivership.

 

Office

 

The Company has an administrative office is located at 1980 Festival Plaza Drive Suite 530, Las Vegas, Nevada 89135. The telephone number is: (702) 360-0652.

 

Critical Accounting Policies

 

While our significant accounting policies are more fully described in Note 3 to our financial statements, we believe the following accounting policies are the most critical to aid you in fully understanding and evaluating this management discussion and analysis

 

Revenue recognition

 

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

 

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

 

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.

 

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Foreign currencies translation

 

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

 

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

 

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

 

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

 

		2020				2019
Year-end HK$:US$1 exchange rate			7.7506				7.8139
Annual average HK$:US$1 exchange rate			7.7947				7.8405
Year-end RMB:US$1 exchange rate			7.0712				6.8680
Annual average RMB:US$1 exchange rate			7.0325				6.8239

 

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 7A. Quantitative and Qualitative Disclosures about Market Risk.

 

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

  

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Item 8. Financial Statements and Supplementary Data.

 

 

AJIA INNOGROUP HOLDINGS, LTD.

 

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

  

		Page
Report of Independent Registered Public Accounting Firm		F-2
Consolidated Balance Sheets as of June 30, 2020 and 2019		F-3
Consolidated Statements of Operations And Comprehensive Loss for the Years ended June 30, 2020 and 2019		F-4
Consolidated Statements of Cash Flows for the Years ended June 30, 2020 and 2019		F-5
Consolidated Statements of Changes in Stockholders’ Deficit for the Years ended June 30, 2020 and 2019		F-6
Notes to Consolidated Financial Statements		F-7 to F- 19

  

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TOTAL ASIA ASSOCIATES PLT (AF002128 & LLP0016837-LCA) A Firm registered with US PCAOB and Malaysian MIA   Block C-3-1, Megan Avenue 1, 189, Off Jalan Tun Razak, 50400, Kuala Lumpur. Tel: (603) 2733 9989

  

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Shareholders and Board of Directors of

 

AJIA INNOGROUP HOLDINGS, LTD.

 

Opinion on the Financial Statements

 

We have audited the accompanying consolidated balance sheets of Ajia Innogroup Holdings Ltd. and its subsidiaries (the ‘Company’) as of June 30, 2020 and 2019, and the related consolidated statements of operations and changes in comprehensive loss, stockholders’ deficit, and cash flows for each of the year ended June 30, 2020 and 2019, and the related notes (collectively referred to as the “financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2020 and 2019, and the results of its operations and its cash flows each of the years ended June 30, 2020 and 2019, in conformity with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2, the Company suffered an accumulated deficit of $645,235, working capital deficit of $43,982 and net loss of $66,949. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2 to the financial statements. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.

  

/s/ TOTAL ASIA ASSOCIATES PLT
TOTAL ASIA ASSOCIATES PLT

 

We have served as the Company’s auditor since 2019.

 

Kuala Lumpur, Malaysia

 

November 23, 2020

 

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AJIA INNOGROUP HOLDINGS, LTD.

CONSOLIDATED BALANCE SHEETS

AS OF JUNE 30, 2020 AND 2019

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

 

		As of June 30,
		2020				2019
ASSETS
Current assets:
Cash and cash equivalents		$	5,446			$	31,867
Accounts receivable			3,871				-
Earnest deposit			105,000				-
Prepayments and other receivables			117				4,738
Total current assets			114,434				36,605
Non-current assets
Plant and equipment, net			662				696
TOTAL ASSETS		$	115,096			$	37,301
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable and accrued liabilities		$	50,557			$	28,710
Amount due to a related party			107,859				387,665
Total current liabilities			158,416				416,375
Commitments and contingencies			-				-
Stockholders’ deficit:
Preferred stock, $0.001 par value, 100,000,000 shares authorized; 1,000 and 0 shares are issued and outstanding as of June 30, 2020 and 2019			1				-
Common stock, $0.001 par value; 500,000,000 and 75,000,000 shares authorized; 101,120,000 and 7,270,000 shares issued and outstanding as of June 30, 2020 and 2019			101,120				7,270
Additional paid-in capital			503,550				192,400
Accumulated other comprehensive loss			(2,756	)			(458	)
Accumulated deficit			(645,235	)			(578,286	)
Total stockholders’ deficit			(43,320	)			(379,074	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT		$	115,096			$	37,301

 

See accompanying notes to consolidated financial statements .

 

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Table of Contents

 

AJIA INNOGROUP HOLDINGS, LTD.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

FOR THE YEARS ENDED JUNE 30, 2020 AND 2019

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

 

		Years ended June 30,
		2020				2019
Revenues, net		$	92,883			$	49,997
Cost of revenue			(12,829	)			(88,389	)
Gross profit (loss)			80,054				(38,392	)
Operating expenses
General and administrative			(170,538	)			(97,242	)
Professional fee			(69,343	)			(109,374	)
Total operating expenses			(239,881	)			(206,616	)
LOSS FROM OPERATIONS			(159,827	)			(245,008	)
Other income:
Foreign exchange gain			259				22
Government subsidy			8,852				-
Sundry income			83,762				-
Interest income			5				2
Total other income			92,878				24
LOSS BEFORE INCOME TAXES			(66,949	)			(244,984	)
Income tax expense			-				-
NET LOSS		$	(66,949	)		$	(244,984	)
Other comprehensive loss:
- Foreign currency translation loss			(2,298	)			(879	)
COMPREHENSIVE LOSS		$	(69,247	)		$	(245,863	)
Net loss per share - Basic and diluted			(0.00	)			(0.03	)
Weighted average common shares outstanding - Basic and diluted			94,129,426				8,749,452

    

See accompanying notes to consolidated financial statements.

  

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AJIA INNOGROUP HOLDINGS, LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED JUNE 30, 2020 AND 2019

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

 

		Years ended June 30,
		2020				2019
Cash flows from operating activities:
Net loss		$	(66,949	)		$	(244,984	)
Adjustment to reconcile net loss to net cash used in operating activities
Depreciation and amortization			200				193
Stock-based compensation			1				-
Change in operating assets and liabilities:
Accounts receivable			(3,871	)			2,768
Prepayments and other receivables			4,621				(3,138	)
Accounts payable and accrued liabilities			21,847				(7,335	)
Net cash used in operating activities			(44,151	)			(252,496	)
Cash flows from investing activities:
Purchase of plant and equipment			(169	)			-
Net cash used in investing activities			(169	)			-
Cash flows from financing activities:
Advances from a director			20,194				283,429
Net cash provided by financing activities			20,194				283,429
Effect of exchange rate changes on cash and cash equivalents			(2,295	)			(882	)
Net change in cash and cash equivalents			(26,421	)			30,051
CASH AND CASH EQUIVALENT, BEGINNING OF YEAR			31,867				1,816
CASH AND CASH EQUIVALENT, END OF YEAR		$	5,446			$	31,867
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for income taxes		$	-			$	-
Cash paid for interest		$	-			$	-
Shares cancelled		$	-			$	3,000

 

See accompanying notes to consolidated financial statements.

  

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AJIA INNOGROUP HOLDINGS, LTD.

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE YEARS ENDED JUNE 30, 2020 AND 2019

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

  

		Preferred stock								Common stock								Common stock to be				Additional paid-in				Accumulated other comprehensive				Accumulated				Total stockholders’
		No. of shares				Amount				No. of shares				Amount				cancelled				capital				income (loss)				deficit				deficit
Balance as of July 1, 2018			-			$	-				7,270,000			$	7,270			$	3,000			$	189,400			$	421			$	(333,302	)		$	(133,211	)
Shares cancelled			-				-				-				-				(3,000	)			3,000				-				-				-
Net loss for the year			-				-				-				-				-				-				-				(244,984	)			(244,984	)
Foreign currency translation adjustment			-				-				-				-				-				-				(879	)			-				(879	)
Balance as of June 30, 2019			-			$	-				7,270,000			$	7,270			$	-			$	192,400			$	(458	)		$	(578,286	)		$	(379,074	)
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
Issuance of shares as earnest deposit			-				-				100,000				100				-				104,900				-				-				105,000
Net loss for the year			-				-				-				-				-				-				-				(66,949	)			(66,949	)
Issuance of preferred stock for service rendered			1,000				1				-				-				-				-				-				-				1
Foreign currency translation adjustment			-				-				-				-				-				-				(2,298	)			-				(2,298	)
Balance as of June 30, 2020			1,000			$	1				101,120,000			$	101,120			$	-			$	503,550			$	(2,756	)		$	(645,235	)		$	(43,320	)

  

See accompanying notes to consolidated financial statements.

 

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AJIA INNOGROUP HOLDINGS, LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2020 AND 2019

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

 

1.	ORGANIZATION AND BUSINESS BACKGROUND

 

Ajia Innogroup Holdings, Ltd., formerly “Wigi4you, Inc.” (the “Company” or “AJIA”) was incorporated in the State of Nevada on March 19, 2014. The Company had intended to provide a website and mobile app to assist event planners in locating performers, bands and speakers, booking locations and planning events in areas around the United States and Canada. However, The Company changed its business plan in 2017 and began effecting a 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 November 24, 2017, the Board of Directors (the “Board”) accepted the resignation of Ms. 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. Chi 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 Wan was elected as Director, Secretary and Treasurer.

 

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.

 

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.

 

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AJIA INNOGROUP HOLDINGS, LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2020 AND 2019

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

 

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.

 

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

 

Name		Place of incorporation and kind oflegal entity		Principal activities and place of operation		Particulars of issued/ registered share capital		Effective interest Held
Splendor Radiant Limited		British Virgin Islands, a limited liability company		Investment holding		1 issued shares of US$1 each		100 %
A Jia Creative Holdings Limited		Hong Kong, a limited liability company		Provision of system setup and maintenance services, investment holding		100 issued 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 and its subsidiaries are hereinafter referred to as the “Company ”.

    

2.	GOING CONCERN UNCERTAINTIES

 

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

 

The Company experienced a net loss of $ 66,949 and suffered from negative cash flows from operations during the year and incurred an accumulated deficit of $ 645,235 and working capital deficit of $43,982 as of June 30, 2020. The continuation of the Company as a going concern through June 30, 2021 is dependent upon the continued financial support from its stockholders. Management believes the Company is currently pursuing additional financing for its operations. However, there is no assurance that the Company will be successful in securing sufficient funds to sustain the operations.

 

These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. These 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-8

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AJIA INNOGROUP HOLDINGS, LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2020 AND 2019

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

 

 

3.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

•	Basis of presentation

 

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

 

•	Use of estimates

 

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

 

•	Basis of consolidation

 

The 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 are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.

 

•	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.

 

•	Impairment of long-lived assets

 

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

 

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AJIA INNOGROUP HOLDINGS, LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2020 AND 2019

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

 

•	Revenue recognition

 

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

 

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

 

•	Comprehensive income or loss

 

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

 

•	Income taxes

 

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

 

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

  

The Company did not have any unrecognized tax positions or benefits and there was no effect on the financial condition or results of operations for the years ended June 30, 2020 and 2019. The Company and its subsidiaries are subject to local and various foreign tax jurisdictions. The Company’s tax returns remain open subject to examination by major tax jurisdictions.

 

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AJIA INNOGROUP HOLDINGS, LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2020 AND 2019

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

    

•	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 during the period. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive.

 

•	Foreign currencies translation

 

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

 

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

 

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

 

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

 

		2020				2019
Year-end HK$:US$1 exchange rate			7.7506				7.8139
Annual average HK$:US$1 exchange rate			7.7947				7.8405
Year-end RMB:US$1 exchange rate			7.0712				6.8680
Annual average RMB:US$1 exchange rate			7.0325				6.8239

 

•	Pension cost

 

Contributions to retirement schemes (which are defined contribution plans) are charged to general and administrative expenses in the statements of operation and comprehensive income as and when the related employee service is provided.

 

•	Related parties

 

Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence.

 

•	Segment reporting

 

ASC Topic 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about geographical areas, business segments and major customers in financial statements. For the years ended June 30, 2020 and 2019, the Company operates in one reportable operating segment in Hong Kong.

 

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AJIA INNOGROUP HOLDINGS, LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2020 AND 2019

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

   

•	Concentration of credit risk

 

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

 

•	Commitments and contingencies

 

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

 

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

 

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

 

•	Fair value of financial instruments

 

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

 

The Company also follows the guidance of the ASC 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

 

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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Table of Contents

 

AJIA INNOGROUP HOLDINGS, LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2020 AND 2019

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

  

•	Recent accounting pronouncements

 

Recently Issued and Adopted Accounting Guidance

 

In January 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2016-01 (“ASU 2016-01”),Financial Instruments-Overall: Recognition and Measurement of Financial Assets and Financial Liabilities, as amended by ASU No. 2018-03, Financial Instruments-Overall: Technical Corrections and Improvements, issued in February 2018, on the recognition and measurement of financial instruments. The new guidance is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The new guidance changes the current accounting guidance related to (i) the classification and measurement of certain equity investments, (ii) the presentation of changes in the fair value of financial liabilities measured under the fair value option that are due to instrument-specific credit risk, and (iii) certain disclosures associated with the fair value of financial instruments. Additionally, there is no longer a requirement to assess equity securities for impairment since such securities are now measured at fair value through net income.

 

In February 2016, the FASB issued ASU No. 2016-02, Leases (“ASU 2016-02”), on the recognition of lease assets and lease liabilities on the balance sheet. The new guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The new guidance changes the current accounting guidance related to the recognition of lease assets and lease liabilities.

 

In February 2018, the FASB issued ASU No. 2018-02, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income (Topic 220) (“ASU 2018-02”), which permits entities to reclassify the tax effects stranded in accumulated other comprehensive income as a result of recent United States federal tax reforms to retained earnings. The guidance also requires entities to disclose their accounting policies with regards to the treatment of stranded tax effects not related to the Tax Cuts and Jobs Act. It allows entities to elect either a “security-by-security” approach or a “portfolio approach” to recognize the stranded tax effects from a valuation allowance release. Under the security-by-security approach, an entity will recognize the stranded tax effects associated with individual securities as it disposes of each security. Under the portfolio approach, an entity will recognize the stranded tax effects associated with a portfolio of securities when it has disposed of all securities within that portfolio. Entities can elect to apply the guidance retrospectively or in the period of adoption. This guidance is effective for fiscal years beginning after December 15, 2018 and interim periods therein, with early adoption permitted. The Company adopted the new guidance effective July 1, 2019 with no material impact on the consolidated financial statements or disclosures. The Company elected the portfolio approach to recognize the stranded tax effects from the valuation allowance release.

 

In March 2020, the FASB issued ASU No. 2020-03, Codification Improvements to Financial Instruments (“ASU 2020-03”). ASU 2020-03 provides changes to clarify or improve existing guidance. This guidance is effective upon issuance. The Company adopted the new guidance effective March 31, 2020 with no impact on the consolidated financial statements or disclosures.

 

Recent Accounting Guidance Not Yet Adopted

 

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 No. 2018-13”). ASU No. 2018-13 is part of the disclosure framework project and eliminates certain disclosure requirements for fair value measurements, requires entities to disclose new information, and modifies existing disclosure requirements. The new guidance is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact this change will have on the consolidated financial statements and disclosures.

 

F-13

Table of Contents

 

AJIA INNOGROUP HOLDINGS, LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2020 AND 2019

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

  

In November 2019, the FASB issued ASU No. 2019-10, Financial Instruments - Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates (“ASU 2019-10”). Among other things, ASU 2019-10 provides that ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”) will be effective for Public Business Entities that are SEC filers, excluding smaller reporting companies such as the Company, for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years. For all other entities, including smaller reporting companies like the Company, ASU 2016-13 will be effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. For all entities, early adoption will continue to be permitted. The Company is currently evaluating the impact that ASU 2016-13 will have on the consolidated financial statements and disclosures.

 

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU 2019-12 simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740 and clarifying and amending existing guidance. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company is currently evaluating the impact that ASU 2019-12 will have on THE consolidated financial statements and disclosures.

 

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.

 

4.	PLANT AND EQUIPMENT

 

Plant and equipment consisted of the following:

 

		As of June 30,
		2020				2019
Computer equipment, at cost		$	1,128			$	967
Foreign translation difference			12				4
			1,140				971
Less: accumulated depreciation			(474	)			(274	)
Less: foreign translation difference			(4	)			(1	)
		$	662			$	696

 

Depreciation expense for the years ended June 30, 2020 and 2019 were $200 and $193, respectively.

  

5.	AMOUNT DUE TO A RELATED PARTY

 

As of June 30, 2020 and 2019, amount due to a related party represented temporary advances made by a director of the Company, Ms. WAN Yin Ling, which was unsecured, interest-free and had no fixed terms of repayment.

 

6.	INCOME TAXES

 

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

 

United States of America

 

The Company is registered in the State of Nevada and is subject to United States current tax law.

 

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AJIA INNOGROUP HOLDINGS, LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2020 AND 2019

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

 

British Virgin Island

 

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

 

Hong Kong

 

For the years ended June 30, 2020 and 2019, no provision for Hong Kong Profits Tax is provided for, since the Company’s income neither arises in, nor is derived from Hong Kong under its applicable tax law. The reconciliation of income tax rate to the effective income tax rate based on loss before income taxes from foreign operation for the years ended June 30, 2020 and 2019 are as follows:

 

		Years ended June 30,
		2020				2019
Income (l oss ) before income taxes		$	40,369			$	(120,881	)
Statutory income tax rate			16.5	%			16.5	%
Income tax impact at the statutory rate			6,660				(19,945	)
Non-deductible items			33				31
Deductible items			(1,531	)			(10	)
Net operating loss			(5,162	)			19,924
Income tax expense		$	-			$	-

 

The PRC

 

For the years ended June 30, 2020 and 2019, the Company generated no operating result and accordingly, no provision for income tax has been recorded.

 

As of June 30, 2020, the PRC operation incurred $7,837 of net operating losses carryforward available for income tax purposes that may be used to offset future taxable income and will begin to expire in 5 years from the year of incurrence, if unutilized. The Company has provided for a full valuation allowance against the deferred tax assets on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future.

 

The following table sets forth the significant components of the aggregate net deferred tax assets of the Company as of June 30, 2020 and 2019:

 

		As of June 30,
		2020				2019
Deferred tax assets:
Net operating loss carryforward from:
- United States of America		$	133,023			$	112,293
- Hong Kong			17,920				23,082
- The PRC			6,281				4,322
Total deferred tax assets			157,224				139,697
Less: valuation allowance			(157,224	)			(139,697	)
Net deferred tax assets		$	-			$	-

 

As of June 30, 2020, the Company incurred $ 645,235 the aggregate net operating loss carryforwards available to offset its taxable income for income tax purposes. The Company has provided for a full valuation allowance against the deferred tax assets of $ 157,224 on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future. For the year ended June 30, 2020, the valuation allowance increased by $ 17,527 , primarily relating to net operating loss carryforwards.

 

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AJIA INNOGROUP HOLDINGS, LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2020 AND 2019

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

   

8.	PENSION COSTS

 

Contributions to retirement schemes (which are defined contribution plans) are charged to general and administrative expenses in the statements of operation and comprehensive income as and when the related employee service is provided.

 

The Company is required to make contribution under a defined contribution pension scheme for all of its eligible employees in Hong Kong. The Company is required to contribute a specified percentage of the participants' relevant income based on their ages and wages level. The total contributions made were $4,398 and $551 for the years ended June 30, 2020 and 2019, respectively

 

9.	STOCKHOLDERS’ DEFICIT

 

(a) Preferred stock

 

The Company was authorized to issue one hundred million (100,000,000) shares of preferred stock, par value $0.001 per share , 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 advanced significant capital and expended significant time to the company without compensation.

 

As of June 30, 2020 and 2019, the Company had a total of 1,000 and 0 shares of its common stock issued and outstanding.

 

(b) Common stock

 

Shares authorized

 

Upon formation, the total number of shares of all classes of stock which the Company was authorized to issue seventy-five million (75,000,000) shares of common stock, par value $0.001 per share. On December 15, 2018, the Company increased its authorized common shares to 500,000,000 shares at par value $0.001 per share.

 

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AJIA INNOGROUP HOLDINGS, LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2020 AND 2019

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

    

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. On July 31, 2019, Full Yick International Limited exercised their option to convert the $300,000 note into 93,750,000 common shares of the Company, at the price of $0.0032 per share. On August 9, 2019, the Company approved the share issuance of 93,750,000 common shares to Full Yick International Limited.

 

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

 

As of June 30, 2020 and 2019, the Company had a total of 101,120,000 and 7,270,000 shares of its common stock issued and outstanding.

  

10.	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 June 30, 2020 and 2019, the balance $107,859 and $387,665 represented the loan account of the Director - Wan Yin Ling, which is unsecured, non-interest bearing, and due on demand.

 

11.	CONCENTRATIONS OF RISK

 

The Company is exposed to the following concentrations of risk:

 

(a) Major customers

 

For the years ended June 30, 2020 and 2019, the individual customer who accounts for 10% or more of the Company’s revenues and its outstanding receivable balances as at year-end dates, are presented as follows:

 

 

		Year ended June 30, 2020										June 30, 2020
Customers		Revenues				Percentage of revenues						Accounts receivable
Customer A		$	45,030				48	%				$	-
Customer B			35,024				38	%					-
Customer C			12,829				14	%					3,871
Total:		$	92,883				100	%		Total:		$	3,871

 

		Year ended June 30, 2019										June 30, 2019
Customers		Revenues				Percentage of revenues						Accounts receivable
Customer A		$	49,997				100	%		Total:		$	-

 

These customers are located in Hong Kong.

 

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AJIA INNOGROUP HOLDINGS, LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2020 AND 2019

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

 

(b) Credit risk

 

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

 

(c) Exchange rate risk

 

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

 

12.	COMMITMENTS AND CONTINGENCIES

 

As of June 30, 2020 and 2019, there were no commitments and contingencies involved.

 

13.	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 June 30, 2020 up through the date the Company issued the audited consolidated financial statements. During the period, the Company had the following material subsequent events.

  

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

    

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

 

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.

 

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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

 

There are none.

 

Item 9A. Controls and Procedures.

  

As of June 30, 2020, our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as required by Exchange Act Rule 13a-15. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this report. Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and our Chief Financial Officer, to allow timely decisions regarding required disclosure.

 

Management’s Report on Internal Control over Financial Reporting

 

Our 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 Securities Exchange Act of 1934 . Our internal control over financial reporting is a process designed by, or under the supervision of , our chief executive officer and chief financial officer, or persons performing similar functions, and effected by our board of directors , management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America ( GAAP ). Our internal control over financial reporting includes those policies and procedures that: ( i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and disposition of the assets of the Company; ( ii) 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 the Company are being made only in accordance with authorization of management and directors of the Company; and ( iii) 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 Company’s internal control over financial reporting as of June 30, 2020. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in the 2013 Internal Control-Integrated Framework. Based on its evaluation, management has concluded that the Company’s internal control over financial reporting was not effective as of June 30, 2020.

 

During the year ended June 30, 2020, management identified the following weaknesses, which were deemed to be material weaknesses in internal controls :

 

1 Due to the size of the Company and available resources, there are limited personnel to assist with the accounting and financial reporting function, which results in a lack of segregation of duties.

 

2. We did not implement appropriate information technology controls - As at June 30, 2020, the Company retains copies of all financial data and material agreements; however there is no formal procedure or evidence of normal backup of the Company's data or off-site storage of data in the event of theft, misplacement, or loss due to unmitigated factors.

  

Pursuant to Regulation S-K Item 308(b), this Annual Report on Form 10-K does not include an attestation report of our company’s registered public accounting firm regarding internal control over financial reporting.

 

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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate. A control system, no matter how well designed and operated can provide only reasonable, but not absolute, assurance that the control system’s objectives will be met. 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 cost.

 

Changes in Internal Control and Financial Reporting

 

There have been no changes in our internal control over financial reporting in the fiscal year ended June 30, 2020, which were identified in connection with our management’s evaluation required by paragraph (d) of rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected , or are reasonably likely to materially affect, our internal control over financial reporting .

 

Item 9B. Other Information.

 

None.

 

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Part III

 

Item 10. Directors, Executive Offices and Corporate Governance

 

Our directors are elected by the stockholders to a term of one year and serves until his or her successor is elected and qualified. Our officer is appointed by the board of directors (the “Board”) to a term of one year and serves until his or her successor is duly elected and qualified, or until he or she is removed from office.

 

Set forth below are the present directors, director nominees and executive officers of the Company as of November 23, 2020 . There are no other persons who have been nominated or chosen to become directors nor are there any other persons who have been chosen to become executive officers. There are no arrangements or understandings between any of the directors, officers and other persons pursuant to which such person was selected as a director or an officer. Directors are elected to serve until the next annual meeting of stockholders and until their successors have been elected and have qualified. Officers are appointed to serve until the meeting of the board of directors following the next annual meeting of stockholders and until their successors have been elected and qualified.

 

Name		Age		Position
Kwok Fai Thomas YIP		61		Chief Executive Officer and Director
Zhiqiang LIANG		38		President and Director
Wai Hing Samuel LAI		51		Chief Financial Officer
Hung Hin Samuel LEUNG		33		Independent Director and Member of Audit Committee
Kiu Chung Jacqueline TANG		32		Independent Director
Elaine Yin Ling WAN		52		Director, Secretary and Treasurer

 

The persons named above are expected to hold their offices/positions until the next annual meeting of our stockholders. The officer and director set forth herein is our only officer, director, promoter and control person, as that term is defined in the rules and regulations promulgated under the Securities and Exchange Act of 1933.

 

Information about our Executive Officers

 

The business experience during the past five years of the person presently listed above as an Officer or Director of the Company is as follows:

 

Kwok Fai Yip (“Thomas”) - Chief Executive Officer, Director and Vice Chairman

 

Mr. Yip obtained his MBA degree in European University in 2017, Thomas is working in Enterprises Risk Management and financial industry for more than 38 years, he holds directorship in two licenses HK Trustee companies and he is the co-founder and director of Seascope Risk Services (HK) Ltd and Bassac Insurance Broker in Cambodia. He is the executive committee member of Professional Insurance Brokers Association which is a Self-regulatory body of HK Insurance Broker since 2013.

 

On September 28, 2020, Mr. Mr. Yip was resigned from a member of our Board of Directors of the Company’s Independent and Non-executive directors - Audit committee. Concurrently, Mr. Yip was appointed as the Company’s Executive Director and Vice Chairman. 

 

Wai Hing Lai ("Samuel") - Chief Financial Officer

 

He obtained Hon. Diploma in Accountancy from Lingnan University (formerly known as Lingnan College) in 1993. Samuel completed the joint examination lodged by ACCA/HKSA in 1996 and has become the Fellow Member of ACCA presently. He has been a senior manager at three major accounting firms in Hong Kong and Singapore, specializing in tax planning and international taxation from 1995 to 2002. In addition, he has worked for a number of financial enterprises and exchange listed companies in Hong Kong, including Foxconn International Holdings Limited and Pico Far East Holdings Limited. He was the Group Financial Controller of a Singapore listed company, China Sky Chemical Fibre Co Limited. Since 2012, he has been working for the International Professional Consultants Corporation of Hong Kong as its Vice President, advising on listing issues and group restructuring.

 

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Zhiqiang Liang - Director and President

 

Mr. Liang was graduated from the College of life science, South China Normal University. In 2004, he worked in Chinese Researcher of Easy Care. From 2005 to 2006, he was the China Asia Pacific Operation Director of Joyful (which is a Hong Kong listed company). From Feb. to Apr. 2006, he was the China Market Department Director of Watsons (which is a Hong Kong listed company). He was then the Business Manager and the Director of the Internet Business Department in GuangDong E-serve United Co., Ltd (which is an state-owned company). From 2017 to 2018, he was the Marketing Manager of GuangDong GW E-Commerce Limited by Share Ltd (which is state-owned third party payment company). From 2012 to 2018, he was the Domestic Marketing Consultant and Executive Director of Hong Kong GoFun Holding. In the meantime, from 2016 to 2018 and from 2017 to 2018, he was CEO of Guangzhou Parameters Information & Tech Co., Ltd and the partner of GuangDong Federal Vehicle Network Tech Ltd (which is state-owned) respectively.

 

On September 28, 2020, Mr. Liang resigned as CEO and retained his role as director and president of the Company.

 

Hung Hin Samuel Leung - Director and Member of the Audit Committee

 

Mr. Leung possessed Master Degree on Quantitative Analysis for Business from City University of Hong Kong since 2013. He is working on financial industry for a decade. Nowadays, he is director licensed Trustee Company in Hong Kong and licensed payment settlement company compliance and operation officer in Hong Kong. He also joins serval many public employments including as a public relationship director of Alumni Association of Open University of Hong Kong and Strategic Advisor, TY Caring Foundation.

 

Kiu Chung Jacqueline Tang - Director and Member of the Audit Committee

 

Ms. Tang obtained BSc. in Accounting and a Finance degree from University of Surrey in 2012. She has 5 years of business management and director experience. In 2013, she joined Go Fun Project Limited (NGO) and Y&L Group International Company Limited as their director. Since 2015, she has been a director of the Yu On Company Limited.

 

On September 28, 2020, Ms. Tang was resigned from Company’s Chief Operating Officer (“COO”) and appointed as a director and member of the audit committee.

 

Elaine Yin Ling Wan (Director, Secretary, Treasurer)

 

Ms. Wan, graduated from the University Of Management & Technology in Arlington, Virginia in 2010. Ms. Wan currently has been the Director of Full Yick International Limited located in Hong Kong since May of 2018. Prior to her position she was Director at Suntransfer Limited in Hong Kong since 2018. She is also director of Jiayu Insurance Finance Limited in Hong Kong since 2017 and Director of Shine Spread Limited in Hong Kong since 2007.

 

Ms. Wan has extensive experience in managing and consulting.

 

Identification of Significant Employees

 

We have no significant employees other than our officers and directors.

 

Family Relationship

 

We currently do not have any officers or directors of our Company who are related to each other.

 

Potential Conflicts of Interest

 

We are not aware of any conflicts of interest with any of our executive officers or directors.

 

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Involvement in Certain Legal Proceedings

 

During the past ten years no director, executive officer, promoter or control person of the Company has been involved in the following:

 

(1)

A petition under the Federal bankruptcy laws or any state insolvency law which was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

 

(2)

Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

 

	(3)	Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:
	i. Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;   ii. Engaging in any type of business practice; or   iii. Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

 

(4)

Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;

 

(5)

Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

 

(6)

Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

 

	(7)	Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:
	i. Any Federal or State securities or commodities law or regulation; or   ii. Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or   iii. Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

 

(8)

Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

  

Audit Committee

 

Our Audit Committee current consists of Hung Hin Samuel Leung and Kwok Fai Yip.

 

Code of Ethics

 

We have not adopted a code of ethics that applies to our officer, director and employee. When we do adopt a code of ethics, we will disclose it in a Current Report on Form 8-K.

 

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Item 11. Executive Compensation

 

The following table sets forth for the years ended June 30, 2020 and 2019, the compensation awarded to, paid to, or earned by, our officers and directors.

 

Name and principal position		Year		Salary ($)				Bonus ($)				Stock Awards ($)				Option Awards ($)				Non-Equity Incentive Plan Compensation ($)				Nonqualified Deferred Compensation Earnings ($)				All Other Compensation				Total ($)
Zhiqiang, Liang Director, and President (former CEO)(4)		2020			-				-				-				-				-				-				-				-
		2019			-				-				-				-				-				-				-				-
Wai Hing Lai (“Samuel”), CFO		2020			-				-				-				-				-				-				-				-
		2019			-				-				-				-				-				-				-				-
Kin Chung TAM, Ken, Former Director (1)		2020			-				-				-				-				-				-				-				-
		2019			-				-				-				-				-				-				-				-
Hung Hin Samuel LEUNG Director and Member of Audit Committee		2020			-				-				-				-				-				-				-				-
		2019			-				-				-				-				-				-				-				-
Kwok Fai YIP, Thomas, Director and Member of Audit Committee (3)		2020			-				-				-				-				-				-				-				-
		2019			-				-				-				-				-				-				-				-
Shun Ching (Dickson) Wong, Former Director (2)		2020			-				-				-				-				-				-				-				-
		2019			-				-				-				-				-				-				-				-
Sin Kei Stella Hui, Director (2)		2020			-				-				-				-				-				-				-				-
		2019			-				-				-				-				-				-				-				-
Kiu Chung Jacqueline Tang, COO		2020			-				-				-				-				-				-				-				-
		2019			-				-				-				-				-				-				-				-
Elaine Yin Ling Wan, Director, Secretary, Treasurer		2020			-				-				-				-				-				-				-				-
		2019			-				-				-				-				-				-				-				-

 

Notes to Summary Compensation Table

 

(1) Mr. Kin Chung TAM was appointed as members of our Board of Directors of the Company’s Executive directors on September 20, 2019 and resigned from the Company’s Executive Director on April 7, 2020.

 

(2) Ms. Stella Hui Sin Ching and Mr. Wong Sin Ching were resigned from the member of our Board of Directors of our company on September 20, 2019.

 

(3) On September 28, 2020, Mr. Kwok Fai YIP, Thomas (Mr. Yip) was resigned from a member of our Board of Directors of the Company’s Independent and Non-executive directors - Audit committee. Concurrently, Mr. Yip was appointed as the Company’s Executive Director and Vice Chairman. Mr.  Yip’s position as the Company’s Independent and non-executive director was immediately replaced by Ms. Tang, Kiu Chung Jacqueline (Ms. Tang) who was formerly engaged as the Company’s Chief Operating Officer (“COO”). Ms. Tang resigned from the position of COO concurrently with this appointment.

 

(4) Zhiqi a ng, Liang has been President and Director since November 2017, He was CEO from November 2017 to September 28, 2020

  

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Narrative Disclosure to Summary Compensation Table

 

Currently, none of our officers and directors are being not compensated for their services during the development stage of our business operations, and they are not considered to be employees of the Company.

 

We have not paid any salaries in 2020 or 2019. We will not begin paying salaries until we have adequate funds to do so.

 

Any out-of-pocket expenses incurred by our officer and director shall accrue as a liability of the Company and shall be reimbursed when sufficient funds are available. In the future we may approve payment of salaries for our officers and directors, but currently, no such plans have been approved. We also do not currently have any benefits, such as health insurance, life insurance or any other benefits available to our employees.

 

We have not issued any stock options or maintained any stock option or other incentive plans since our inception. We have no plans in place and have never maintained any plans that provide for the payment of retirement benefits or benefits that will be paid primarily following retirement including, but not limited to, tax qualified deferred benefit plans, supplemental executive retirement plans, tax-qualified deferred contribution plans and nonqualified deferred contribution plans. Similarly, we have no contracts, agreements, plans or arrangements, whether written or unwritten, that provide for payments to the named executive officers or any other persons following, or in connection with the resignation, retirement or other termination of a named executive officer, or a change in control of us or a change in a named executive officer’s responsibilities following a change in control.

 

Compensation of Directors

 

Our directors have not received any compensation for serving as such, for serving on committees of the Board of Directors or for special assignments. During the years ended June 30, 2020 and 2019 , there were no other arrangements between us and our directors that resulted in our making payments to our directors for any services provided to us by them as director.

 

Pension, Retirement or Similar Benefit Plans

 

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the board of directors or a committee thereof.

 

Indebtedness of Directors, Senior Officers, Executive Officers and Other Management

 

None of our directors or executive officers or any associate or affiliate of our company during the last two fiscal years, is or has been indebted to our company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding.

 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

Security Ownership of Certain Beneficial Owners and Management

 

The following table lists, as of June 30, 2020, the number of shares of common stock that are beneficially owned by (i) each person or entity known to the Company to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each officer and director of the Company; and (iii) all officers and directors as a group. Information relating to beneficial ownership of common stock by principal shareholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.

 

Title of Class		Name of Beneficial Owner (1)		Amount and Nature of Beneficial Ownership (2)				Percent of Class (3)
Common		Kwok Fai YIP			0				0	%
Common		Liang, Zhiqiang			4,949,980				4.9	%
Common		Full Yick International Ltd. ( 5)			12,969,519				12.8	%
Common		Wai Hing LAI			0				0	%
Common		Hung Hin Samuel LEUNG			0				0	%
Common		Kiu Chung Jacqueline TANG			0				0	%
Common		Kin Chung Tam (4)			5,050,889				5.0	%
Common		Directors and Officers as a Group (6 individuals and 1 entity)			22,970,388				22.7	%

 

Preferred stock Elaine Yin Ling Wan 1,000 100%

   

(1)	The person named above may be deemed to be a "parent" and "promoter" of the Company, within the meaning of such terms under the Securities Act of 1933, as amended, by virtue of his direct holdings in the Company.

 

(2)	Each shareholder owns his or her shares directly.

 

(3)	Based on 101,120,000 common shares issued and outstanding as of November 23, 20 20 and 1,000 preferred shares issued and outstanding as of November 23 , 2020.
(4)	Mr. Kin Chung TAM was appointed as members of our Board of Directors of the Company’s Executive directors on September 20, 2019 and resigned from the Company’s Executive Director on April 7, 2020.
(5)	Full Yick International Ltd.’s director and controlling shareholder is Elaine Yin Ling Wan, our director, secretary and treasurer.

  

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Changes in Control

 

There are no present arrangements or pledges of the Company’s securities which may result in a change in control of the Company.

 

Item 13. Certain Relationships and Related Transactions, and Director Independence

 

Director Independence

 

For purposes of determining director independence, we have applied the definitions set out in NASDAQ Rule 5605(a)(2). The OTCBB on which shares of common stock are quoted does not have any director independence requirements. The NASDAQ definition of “Independent Director” means a person other than an Executive Officer or employee of the Company or any other individual having a relationship which, in the opinion of the Company's Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

 

According to the NASDAQ definition, Mr. Kwok Fai YIP, Zhiqiang LIANG, and Mr. Wai Hing Samuel Lai are not independent directors because each is also an executive officer of the Company. According to the NASDAQ definition, Kiu Chung Jacqueline TANG and Hung Hin Samuel LEUNG are each independent directors at this time. All current directors are or may become in the future shareholders of the Company.

 

Related Party Transactions

 

On August 13, 2019 and November 6, 2010, 4,732,480 and 217,500 shares of common stock were issued to Liang, Zhiqiang, the director of the Company to repay the promissory notes.

 

On March 5, 2020, 5,050,889 shares of common stock were issued to Kin Chung Tam, the former director of the Company to repay the promissory note.

 

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 advanced significant capital and expended significant time to the company without compensation.

 

Other than the foregoing, none of the directors or executive officers of the Company, nor any person who owned of record or was known to own beneficially more than 5% of the Company’s outstanding shares of its Common Stock, nor any associate or affiliate of such persons or companies, has any material interest, direct or indirect, in any transaction that has occurred during the past fiscal year, or in any proposed transaction, which has materially affected or will affect the Company.

 

With regard to any future related party transaction, we plan to fully disclose any and all related party transactions in the following manner:

 

•

Disclosing such transactions in reports where required;

 

•

Disclosing in any and all filings with the SEC, where required;

 

•

Obtaining disinterested directors consent; and

 

•

Obtaining shareholder consent where required.

 

Review, Approval or Ratification of Transactions with Related Persons

 

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 14. Principal Accounting Fees and Services

 

On December 10, 2018, the Company appointed Total Asia Associates PLT (“TAAP”) as the Company’s registered independent public accounting firm . Our principal independent accountant during the year ended June 30, 2020 was TAAP. Their pre-approved fees billed to the Company are set forth below:

 

		June 30, 2020				June 30, 2019
Audit Fees and Audit Related Fees		$	25,000			$	25,000
Tax Fees			-				-
All Other Fees			-				-
TOTAL		$	25,000			$	25,000

 

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Audit Fees

 

During the fiscal year ended June 30, 2019, we incurred approximately $25,000 in fees to our principal independent accountants for professional services rendered in connection with the audit and review of our financial statements for fiscal year ended June 30, 2019.

 

During the fiscal year ended June 30, 2020, we incurred approximately $25,000 in fees to our principal independent accountants for professional services rendered in connection with the audit and review of our financial statements for fiscal year ended June 30, 2020.

 

Audit-Related Fees

 

The aggregate fees billed during the fiscal years ended June 30, 2020 and 2019 for assurance and related services by our principal independent accountants that are reasonably related to the performance of the audit or review of our financial statements (and are not reported under Item 9(e)(1) of Schedule 14A) was $NIL and $NIL, respectively.

 

Tax Fees

 

The aggregate fees billed during the fiscal years ended June 30, 2020 and 2019 for professional services rendered by our principal accountant for tax compliance were $NIL and $NIL, respectively.

 

All Other Fees

 

The aggregate fees billed during the fiscal years ended June 30, 2020 and 2019 for products and services provided by our principal independent accountants (other than the services reported in Items 9(e)(1) through 9(e)(3) of Schedule 14A) was $NIL and $NIL, respectively.

  

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Part IV

 

Item 15. Exhibits, Financial Statement Schedules

 

The following exhibits are included with this registration statement filing:

 

Exhibit Number		Exhibit Description
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 Principal Executive Officer Pursuant to Rule 13a-14		Filed herewith.
31.02		Certification of Principal Financial Officer Pursuant to Rule 13a-14		Filed herewith.
32.01		CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act		Filed herewith.
32.02		CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act		Filed herewith.
101.INS*		XBRL Instance Document		Filed herewith.
101.SCH*		XBRL Taxonomy Extension Schema Document		Filed herewith.
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document		Filed herewith.
101.LAB*		XBRL Taxonomy Extension Labels Linkbase Document		Filed herewith.
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document		Filed herewith.
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document		Filed herewith.

  

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

 

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SIGNATURES

 

Pursuant to the requirements of 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, thereto duly authorized.

 

		AJIA INNOGROUP HOLDINGS, LTD.
		(Registrant)
Dated: November 23 , 2020		/s/ Mr. Kwok Fai YIP
		Mr. Kwok Fai YIP
		Director and Chief Executive Officer (Principal Executive Officer)

 

Dated: November 23, 20 20		/s/ Wai Hing Samuel Lai
		Wai Hing Samuel Lai
		Chief Financial Officer (Principal Accounting Officer and Principal Financial Officer)

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

Dated: November 23 , 2020		/s/ Mr. Kwok Fai YIP
		Mr. Kwok Fai YIP
		Director and Chief Executive Officer (Principal Executive Officer)
Dated: November 23 , 20 20		/s/ Wai Hing Samuel Lai
		Wai Hing Samuel Lai
		Chief Financial Officer (Principal Accounting Officer and Principal Financial Officer)
Dated: November 23, 20 20		/s/ Mr. Zhi Qiang Liang
		Mr. Zhi Qiang Lian g
		Director and President

 

		/s/ Ms. Yin Ling WAN
Dated: November 23, 20 20		Ms. Yin Ling WAN
		Director, Secretary and Treasurer
		/s/ Ms. Kin Chung TAM
Dated: November 23, 20 20		Ms. Kin Chung TAM
		Independent Director
		Audit Committee
		/s/ Mr. Hung Hin Samuel LEUNG
Dated: November 23, 20 20		Mr. Hung Hin Samuel LEUNG
		Independent Director
		Audit Committee

  

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