Quarterly Report (10-q)

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-Q

 

(Mark One)

 

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

  

For the quarterly period ended December 31, 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: [phone]

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

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒     No ☐

 

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

 

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒
		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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes     ☒ No

 

As of February 12, 2021, the Company had 101,120,000 issued and outstanding shares of common stock.

 

  

AJIA INNOGROUP HOLDINGS, LTD

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

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

 

Factors that might cause these differences include the following:

 

	·	the integration of multiple technologies and programs;
	·	the ability to successfully complete development and commercialization of sites and our company’s expectations regarding market growth;
	·	changes in existing and potential relationships with collaborative partners;
	·	the ability to retain certain members of management;
	·	our expectations regarding general and administrative expenses;
	·	our expectations regarding cash balances, capital requirements, anticipated revenue and expenses, including infrastructure expenses;
	·	other factors detailed from time to time in filings with the SEC.

  

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

 

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

 

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AJIA INNOGROUP HOLDINGS, LTD

TABLE OF CONTENTS

  

PART I – FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS		F-1
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		4
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK		7
ITEM 4.	CONTROLS AND PROCEDURES		7
PART II OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS		8
ITEM 1A.	RISK FACTORS		8
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS		8
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES		8
ITEM 4.	MINE SAFETY DISCLOSURES		8
ITEM 5.	OTHER INFORMATION		8
ITEM 6.	EXHIBITS		9

  

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PART I – FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

AJIA INNOGROUP HOLDINGS, LTD

 

INDEX TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENT

 

Condensed Consolidated Balance Sheets		F-2
Condensed Consolidated Statements of Operations		F-3
Condensed Consolidated Statements of Changes in Stockholders’ Equity		F-4
Condensed Consolidated Statements of Cash Flows		F-5
Notes to Condensed Consolidated Financial Statements		F-6

  

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AJIA INNOGROUP HOLDINGS, LTD.

CONDENSED CONSOLIDATED BALANCE SHEETS

December 31, 2020 and June 30, 2020

(Unaudited)

 

		December 31,				June 30,
		2020				2020
		(Unaudited)				(Audited)
ASSETS
Current assets
Cash and cash equivalents		$	4,364			$	5,446
Accounts receivable			-				3,871
Earnest deposit			105,000				105,000
Prepayments and other receivables			128				117
Total current assets			109,492				114,434
Non-current assets
Plant and equipment, net			546				662
Total assets		$	110,038			$	115,096
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Other payables and accrued liabilities		$	77,025			$	50,557
Amount due to a related party			130,934				107,859
Total current liabilities			207,959				158,416
Commitments and contingencies
Stockholders’ Deficit
Preferred stock, $0.001 par value, 100,000,000 shares authorized; 1,000 shares are issued			1				1
Common stock: $0.001 par value, 500,000,000 shares authorized, 101,120,000 and 101,120,000 shares issued and outstanding as of December 31, 2020 and June 30, 2020 respectively		$	101,120			$	101,120
Additional paid-in capital			503,550				503,550
Accumulated other comprehensive loss			(862	)			(2,756	)
Accumulated deficit			(701,730	)			(645,235	)
Total stockholders’ deficit			(97,921	)			(43,320	)
Total liabilities and stockholders’ deficit		$	110,038			$	115,096

  

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

 

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AJIA INNOGROUP HOLDINGS, LTD.

Condensed Consolidated Statements of Operations

For the three and six months ended December 31, 2020 and 2019

(Unaudited)

 

		For the Three Months Ended December 31,								For the Six Months Ended December 31,
		2020				2019				2020				2019
Revenue		$	18,185			$	10,117			$	36,222			$	20,080
Cost of sales			-				-				-				-
Gross profit			18,185				10,117				36,222				20,080
Expenses
General and administrative expense			26,000				39,022				63,066				130,145
Professional fees			21,561				19,876				38,703				37,745
Total operating expenses			47,561				58,898				101,769				167,890
Other income
Interest income			-				3				1				3
Sundry income			8,977				85,093				9,051				85,093
Total other income			8,977				85,096				9,052				85,096
Net (loss)/income		$	(20,399	)		$	36,315			$	(56,495	)		$	(62,714	)
Other comprehensive income/(loss)
Foreign currency translation gain/(loss)			2,913				(542	)			1,894				(1,252	)
Comprehensive (loss)/income			(17,486	)			35,773				(54,601	)			(61,462	)
Basic and diluted (loss)/income per common share		$	(0.00	)		$	0.00			$	(0.00	)		$	(0.00	)
Weighted average number of common shares outstanding - basic and diluted			101,120,000				101,020,000				101,120,000				79,111,033

 

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

 

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AJIA INNOGROUP HOLDINGS, LTD.

Condensed Consolidated Statements of Changes in Stockholders’ Deficit

For the three and six months ended December 31, 2020 and 2019

(Unaudited)

 

		Preferred stock								Common stock								Additional				Accumulated other comprehensive								Total
		No. of shares				Amount				No. of shares				Amount				paid-in capital				income (loss)				Accumulated deficit				stockholders’ deficit
Balance as of July 1, 2019			-			$	-				7,270,000			$	7,270			$	192,400			$	(458	)		$	(578,286	)		$	(379,074	)
Issuance of shares for promissory note			-				-				93,750,000				93,750				206,250				-				-				300,000
Net loss for the period			-				-				-				-				-				-				(99,029	)			(99,029	)
Foreign currency translation adjustment			-				-				-				-				-				1,794				-				1,794
Balance as of September 30, 2019			-				-				101,020,000				101,020				398,650				1,336				(677,315	)			(176,309	)
Net profit for the period			-				-				-				-				-				-				36,315				36,315
Foreign currency translation adjustment			-				-				-				-				-				(542	)			-				(542	)
Balance as of December 31, 2019			-			$	-				101,020,000			$	101,020			$	398,650			$	794			$	(641,000	)		$	(140,536	)
Balance as of July 1, 2020			1,000			$	1				101,120,000			$	101,120			$	503,550			$	(2,756	)		$	(645,235	)		$	(43,320	)
Net loss for the period			-				-				-				-				-								(36,096	)			(36,096	)
Foreign currency translation adjustment			-				-				-				-				-				(1,018	)			-				(1,018	)
Balance as of September 30, 2019			1,000				1				101,120,000				101,120				503,550				(3,775	)			(681,331	)			(80,435	)
Net loss for the period			-				-				-				-				-								(20,399	)			(20,399	)
Foreign currency translation adjustment			-				-				-				-				-				2,913				-				2,913
Balance as of December 31, 2020			1,000			$	1				101,120,000			$	101,120			$	503,550			$	(862	)		$	(701,730	)		$	(97,921	)

  

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

  

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AJIA INNOGROUP HOLDINGS, LTD.

Condensed Consolidated Statements of Cash Flows

For the six months ended December 31, 2020 and 2019

(Unaudited)

  

		For the six months ended December 31,
		2020				2019
Cash flow from operating activities
Net loss		$	(56,495	)		$	(62,714	)
Adjustment to reconcile net loss to net cash used in operative activities:
Depreciation			114				97
Changes in Operating Assets and Liabilities:
Decrease in accounts receivable			3,871				-
(Increase)/decrease in prepayments and other receivables			(11	)			3,912
Increase in other payables and accrued liabilities			26,468				5,017
Net cash used in operating activities			(26,053	)			(53,688	)
Cash flow from financing activities
Advance from a director			23,075				48,179
Net cash provided by financing activities			23,075				48,179
Effect of exchange rate changes on cash and cash equivalents			1,896				1,252
Net change in cash and cash equivalents			(1,082	)			(4,257	)
Cash and cash equivalents, at beginning of period			5,446				31,867
Cash and cash equivalents, at end of period		$	4,364			$	27,610
Supplemental cash flow information:
Cash paid for interest		$	-			$	-
Cash paid for income taxes		$	-			$	-
NON-CASH FINANCING AND INVESTING TRANSACTIONS
Shares issued for the settlement of promissory note		$	-			$	300,000

  

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

  

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AJIA INNOGROUP HOLDINGS, LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2020

(UNAUDITED)

 

NOTE 1 – BASIS OF PRESENTATION

 

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

 

In the opinion of management, the consolidated balance sheet as of June 30, 2020 which has been derived from audited financial statements and these unaudited condensed consolidated financial statements reflect all normal and recurring adjustments considered necessary to state fairly the results for the periods presented. The results for the period ended December 31, 2020 are not necessarily indicative of the results to be expected for the entire fiscal year ending June 30, 2021 or for any future period.

 

These unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the Management’s Discussion and the audited financial statements and notes thereto included in the amended Annual Report on Form 10-K/A for the year ended June 30, 2020, filed with the SEC on November 23, 2020.

 

NOTE 2 – 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.

 

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

  

Name		Place of incorporation and kind of legal entity		Principal activities and place of operation		Particulars of issued/ registered share capital		Effective interest Held
Splendor Radiant Limited		British Virgin Islands, a limited liability company		Investment holding		1 issued share of US$1			100	%
A Jia Creative Holdings Limited		Hong Kong, a limited liability company		Provision of system setup and maintenance services, investment holding		HK$100 for 100 ordinary shares			100	%
Guangzhou Shengjia Trading Co., Ltd		The PRC, a limited liability company		Trading business		HK$1,000,000			100	%
Ajia Corporate Systems Architecture Solution Limited		Hong Kong, a limited liability company		Provision of integration systems		HK$10,000 for 10,000 ordinary shares			51	%

  

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

 

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NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

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

 

·	Use of estimates

 

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

 

·	Basis of consolidation

 

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

 

·	Cash and cash equivalents

 

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

 

·	Plant and equipment

 

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

 

		Expected useful lives
Computer equipment		5 years

 

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

 

Depreciation expense for the three months ended December 31, 2020 and 2019 were $57 and $49, respectively.

 

Depreciation expense for the six months ended December 31, 2020 and 2019 were $114 and $97, respectively.

 

·	Impairment of long-lived assets

 

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

 

·	Revenue recognition

 

Under ASU 2014-09, the Company recognizes revenue when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.

 

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

 

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

  

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

 

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

 

The Company recognizes revenues on sales of its services, based on the terms of the customer agreement. The customer agreement takes the form of either a contract or a customer purchase order and each provides information with respect to the service being sold and the sales price. If the customer agreement does not have specific delivery or customer acceptance terms, revenue is recognized at the time the service is provided to the customer.

 

·	Comprehensive income or loss

 

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

 

·	Income taxes

 

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

 

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

 

The Company did not have any unrecognized tax positions or benefits and there was no effect on the financial condition or results of operations for the six months ended December 31, 2020 and 2019. The Company and its subsidiaries are subject to local and various foreign tax jurisdictions. The Company’s tax returns remain open subject to examination by major tax jurisdictions.

 

·	Net loss per share

 

The Company calculates net loss per share in accordance with ASC Topic 260 “ Earnings per Share ”. Basic loss per share is computed by dividing the net loss by the weighted-average number of common shares standing during the period. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive.

 

·	Foreign currencies translation

 

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

 

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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 period:

 

		2020				2019
Period-end HK$:US$1 exchange rate			7.7525				7.7872
Period average HK$:US$1 exchange rate			7.7508				7.8267
Period-end RMB:US$1 exchange rate			6.5277				6.9668
Period average RMB:US$1 exchange rate			6.7693				7.0285

  

·	Related parties

  

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

  

·	Concentration of credit risk

 

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

 

·	Fair value of financial instruments

 

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

 

The Company also follows the guidance of the ASC Topic 820-10, “ Fair Value Measurements and Disclosures ” (“ASC 820-10”), with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:

 

·	Level 1 : Observable inputs such as quoted prices in active markets;

 

·	Level 2 : Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

 

·	Level 3 : Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions

 

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Fair value estimates are made at a specific point in time based on relevant market information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

 

·	Recent accounting pronouncements

 

In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”). ASU 2016-13 amends the impairment model by requiring entities to use a forward-looking approach based on expected losses to estimate credit losses on certain types of financial instruments, including trade receivables. In November 2018, the FASB issued ASU No. 2018-19, “Codification Improvements to Topic 326, Financial Instruments - Credit Losses” (“ASU 2018-19”) which clarifies that receivables arising from operating leases are accounted for using lease guidance and not as financial instruments. In April 2019, the FASB issued ASU No. 2019-04, “Codification Improvements to Topic 326, Financial Instruments - Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments” (“ASU 2019-04”) which clarifies treatment of certain credit losses. In May 2019, the FASB issued ASU No. 2019-05, “Financial Instruments - Credit Losses (Topic 326): Targeted Transition Relief ” (“ASU 2019-05”) which provides an option to irrevocably elect to measure certain individual financial assets at fair value instead of amortized cost. In November 2019, the FASB issued ASU No. 2019-11, “Codification Improvements to Topic 326, Financial Instruments - Credit Losses” (“ASU 2019-11”), which provides guidance around how to report expected recoveries. In February 2020, the Financial Accounting Standards Board issued ASU No. 2020-02, “Financial Instruments - Credit Losses” (Topic 326) (“ASU 2020-02”) which provides updated guidance on how an entity should measure credit losses on financial instruments and delayed the effective date of the original pronouncement for smaller reporting companies. ASU 2016-13, ASU 2018-19, ASU 2019-04, ASU 2019-05, ASU 2019-11 and ASU 2020-02 (collectively, “ASC 326”) are effective for public entities for fiscal years beginning after December 15, 2019, with early adoption permitted. The adoption of ASC 326 did not have a material impact on the Company’s recognition of financial instruments within the scope of the standard.

 

In January 2017, the FASB issued ASU No. 2017-04, “Intangibles - Goodwill and Other (Topic 350) - Simplifying the Test for Goodwill Impairment” (“ASU 2017-04”), which eliminates step two from the goodwill impairment test and instead requires an entity to perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. The guidance is effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019 and should be adopted on a prospective basis. The adoption of ASU 2017-04 did not have a material effect on the Company’s current financial position, results of operations or financial statement disclosures.

 

In August 2018, the FASB issued ASU No. 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU 2018-13”). ASU 2018-13 modifies the disclosure requirements on fair value measurements. ASU 2018-13 is effective for public entities for fiscal years beginning after December 15, 2019, with early adoption permitted for any removed or modified disclosures. The adoption of ASU 2018-13 did not have a material effect on the Company’s current financial position, results of operations or financial statement disclosures.

 

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 removes certain exceptions to the general principles in Topic 740 in Generally Accepted Accounting Principles. ASU 2019-12 is effective for public entities for fiscal years beginning after December 15, 2020, with early adoption permitted. The Company does not expect ASU 2019-12 to have a material effect on the Company’s current financial position, results of operations or financial statement disclosures.

 

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

 

In March 2020, the FASB issued ASU No 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting” (“ASU 2020-04”). ASU 2020-04 provides temporary optional expedients and exceptions to the US GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens related to the expected market transition from the London Interbank Offered Rate (LIBOR) and other interbank offered rates to alternative reference rates. ASU 2020-04 is effective beginning on March 12, 2020, and the Company may elect to apply the amendments prospectively through December 31, 2022. The Company does not expect ASU 2020-04 to have a material effect on the Company’s current financial position, results of operations or financial statement disclosures.

 

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

 

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NOTE 4 – GOING CONCERN

 

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

 

The Company has experienced a net loss of $56,495 and negative operating cash flows of $26,053 for the period ended December 31, 2020. Also, at December 31, 2020, the Company has incurred an accumulated deficit of $701,730.

 

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

 

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

 

NOTE 5 – PREFERRED STOCK AND COMMON STOCK

 

(A) Preferred stock

 

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

 

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

 

On April 7, 2020, the Company approved to issue 1,000 shares of Series A Preferred Stock to Ms. Yin Ling WAN ("Ms. Wan"), the Company’s Executive Director, Company Secretary and treasurer. Ms. Wan has advance significant capital and expended significant time to the company without compensation.

 

As of December 31, 2020 and June 30, 2020, the Company had a total of 1,000 shares of its preferred stock issued and outstanding.

 

(B) Common stock

 

Shares authorized

 

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

 

Common stock issued

 

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, 2018. On July 31, 2019, Full Yick International Limited exercised their option to convert the $300,000 note into 93,750,000 common shares of the Company, at the price of $0.0032 per share. On August 9, 2019, the Company approved the share issuance of 93,750,000 common shares to Full Yick International Limited.

 

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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 December 31, 2020 and June 30, 2020, the Company had a total of 101,120,000 shares of its common stock issued and outstanding.

 

NOTE 6 – RELATED PARTY TRANSACTIONS

 

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

 

As of December 31, 2020, the balance of $130,934 related to the loan account of a director - Wan Yin Ling. The loan is unsecured, non-interest bearing, and has no fixed terms of repayment.

 

NOTE 7 – COMMITMENTS AND CONTINGENCIES

 

As of December 31, 2020, the Company has no material commitments or contingencies.

 

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

 

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

 

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

 

NOTE 8 – SUBSEQUENT EVENTS

 

In accordance with ASC Topic 855, “ Subsequent Events ”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred after December 31, 2020 up through the date the Company issued the unaudited consolidated financial statements. During the period, the Company did not have any material recognizable subsequent events.

 

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

 

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

 

Forward-Looking Statements

 

The information in this discussion contains forward-looking statements and information within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the securities Exchange Act of 1934, as amended, (the “Exchange Act”), which are subject to the “safe harbor” created by those sections. The words “anticipated,” “believes,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “will,” “should,” “could,” “predicts,” potential,” continue,” “would,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements that we make. The forward-looking statements are applicable only as of the date on which they are made, and we do not assume any obligation to update any forward-looking statements. All forward-looking statements in this Form 10-Q are made based on our current expectations, forecasts, estimates and assumptions, and involve risks, uncertainties and other factors that could cause results or events to differ materially from those expressed in the forward-looking statements. In evaluating these statements, you should specifically consider various factors, uncertainties and risks that could affect our future results or operations. These factors, uncertainties and risks may cause our actual results to differ materially from any forward-looking statement set forth in this quarterly report on Form 10-Q. You should carefully consider these risks and uncertainties described and other information contained in the reports we file with or furnish to the SEC before making any investment decision with respect to our securities. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by this cautionary statement.

 

Overview

 

Business Development

 

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

 

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.

 

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

 

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

 

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

 

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Business Plan

 

In September 2017, the Company began exploring a business plan for a sales system for food and beverage products also sometimes referred to as a catering integration system. The system consists of a website and app which offers menu and ordering systems for end users, which predominantly consists of restaurants and food vendors. We generate revenue 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.

 

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.

 

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.

 

Plan of Operation

 

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

 

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Results of Operations

 

Comparison for the Three Months Ended December 31, 2020 and 2019

 

Revenues

 

During the three months ended December 31, 2020, we have derived income of $18,185 (2019: $10,117). This increase was primarily due to an overall increase in monthly sales from the maintenance service from the catering system sales. Management anticipates revenues to continue to grow as the revenue trends are positive month over month

 

Operating Expenses

 

The Company’s operating expenses for the three months ended December 31, 2020 is $47,561 and for the three months ended December 31, 2019 is $58,898.

 

Net Loss

 

During the three months ended December 31, 2020 and 2019, the Company recognized net losses $20,399 and net profit $36,315 respectively.

 

Comparison for the Six Months Ended December 31, 2020 and 2019

 

Revenues

 

During the six months ended December 31, 2020 we have derived income of $36,222 (2019: $20,080). This increase was primarily due to an overall increase in monthly sales from the maintenance service from the catering system sales. Management anticipates revenues to continue to grow as the revenue trends are positive month over month

 

Operating Expenses

 

The Company’s operating expenses for the six months ended December 31, 2020 is $101,769 and for the six months ended December 31, 2019 is $167,890.

 

Net Loss

 

During the six months ended December 31, 2020 and 2019, the Company recognized net losses $56,495 and net profit $62,714 respectively.

 

Liquidity and Capital Resources

 

On December 31, 2020, we had total current assets of $109,492 which consist of $4,364 in Cash, $128 in prepayment and other receivables and $105,000 earnest deposit. We had total current liabilities of $207,959, which consist of $130,934 due to related party and $77,025 in other payables and accrued liabilities.

  

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

 

Going Concern

 

We have incurred net loss since our inception on March 19, 2014 through December 31, 2020 totaling $701,730 and have completed only the preliminary stages of our business plan. We anticipate incurring additional losses before realizing any revenues and will depend on additional financing in order to meet our continuing obligations and ultimately, to attain profitability. Our ability to obtain additional financing, whether through the issuance of additional equity or through the assumption of debt, is uncertain. Accordingly, our independent auditors’ report on our financial statements for the year ended June 30, 2020 includes an explanatory paragraph regarding concerns about our ability to continue as a going concern, including additional information contained in the notes to our financial statements describing the circumstances leading to this disclosure. The financial statements do not include any adjustments that might result from the uncertainty about our ability to continue our business.

 

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Recently Issued Accounting Pronouncements

 

See Note 3 to our unaudited condensed consolidated financial statements, included in Part I, Item 1, Financial Information for this quarterly report on Form 10-Q.

 

Critical Accounting Policies

 

Our discussion and analysis of our financial condition and results of operations are based on our consolidated condensed financial statements, which have been prepared in accordance with GAAP. The preparation of our consolidated condensed financial statements requires us to make estimates and judgements that affect the reported amounts of assets, liabilities, revenue, expenses and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to areas that require a significant level of judgment or are otherwise subject to an inherent degree of uncertainty. Significant accounting estimates in these financial statements include but are not limited to accounting for depreciation and amortization, current and deferred income taxes, deferred costs, accruals and contingencies, carrying value of goodwill and intangible assets, collectability of notes receivable, the fair value of common stock and the estimated fair value of stock options and warrants. We base our estimates on historical experience, our observance of trends in particular areas, and information or valuations and various other assumptions that we believe to be reasonable under the circumstances and which form the basis for making judgments about the carrying value of assets and liabilities that may not be readily apparent from other sources. Actual amounts could differ significantly from amounts previously estimated. For a discussion of our critical accounting policies, refer to Part I, item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our annual report on Form 10-K/A for the year ended June 30, 2020. Management believes that there have been no changes in our critical accounting policies during the six months ended December 31, 2020.

  

Off-Balance Sheet Arrangements

 

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

 

Contractual Obligations

 

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

  

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

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

 

Item 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management carried out an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act"). Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were not effective as of December 31, 2020.

 

Changes in Internal Control over Financial Reporting

 

There have been no changes in our internal control over financial reporting subsequent to the fiscal quarter ended December 31, 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.

 

Limitations of the Effectiveness of Disclosure Controls and Internal Controls

 

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

 

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

  

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PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings

 

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

 

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

 

Item 1A. Risk Factors

 

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 though given the potential impact of the novel coronavirus, management felt it prudent to include the following:

 

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

 

Both global and local markets have suffered huge public and private financial and economic losses in the past 12 months. While the COVID-19 pandemic did not materially adversely affect our Company’s financial results and business operations in the fiscal quarter ended December 31, 2020, economic and health conditions across most of the globe have changed since the end of the quarter. Our management has had to readjust and act across stages—Resolve, Resilience, Return, Reimagination, and Reform— both in order to address this immediate crisis and to prepare for the next “normal” which will result after the battle against coronavirus has been won. In these challenging times our Boards of directors faces difficult challenges including trying to keep the levels of key staff maintained and survive during the deteriorating markets and economy. While our management team is focused on making rapid decisions to protect employees, address new customers’ concerns and needs, and communicate with shareholders; our Board is also striving to balance crisis response with thinking beyond the immediate challenges for future performance.

 

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

 

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

 

None.

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosure

 

Not Applicable

 

Item 5. Other Information

 

None.

 

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Item 6. Exhibits

 

Exhibit Description

  

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

 

In accordance with Section 13 or 15(d) of the Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	AJIA INNOGROUP HOLDINGS LTD.
Dated: February 12, 2021	By:	/s/ Yip Kwok Fai
		Yip Kwok Fai (Thomas), Chief Executive Officer (Principal Executive Officer)

 

Dated: February 12, 2021	By:	/s/ Wai Hing (Samuel) Lai
		Wai Hing (Samuel) Lai, Chief Financial Officer (Principal Financial and Accounting Officer)

 

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