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~~March 31, ~~2022~~2023

☐	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.)

187 E. Warm Springs Road, Suite B307

Las Vegas, Nevada 89119

(Address of principal executive offices)

Phone: (702) 833-9872

(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~~May 1419, 2023, the Company had 109,~~300~~336,000 issued and outstanding shares of common stock.

AJIA INNOGROUP HOLDINGS, LTD

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

Factors that might cause these differences include the following:

	·	the integration of multiple technologies and programs;

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

	·	changes in existing and potential relationships with collaborative partners;

	·	the ability to retain certain members of management;

	·	our expectations regarding general and administrative expenses;

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

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

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

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

2 ~~Table of Contents~~

AJIA INNOGROUP HOLDINGS, LTD

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION
ITEM 1.	UNAUDITED CONDENSED CONSOLIDATED ~~(UNAUDITED)~~ FINANCIAL STATEMENTS	F-1 – F- 15
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	4
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK	17
ITEM 4.	CONTROLS AND PROCEDURES	18
PART II OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	19
ITEM 1A.	RISK FACTORS	19
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	19
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	19
ITEM 4.	MINE SAFETY DISCLOSURES	19
ITEM 5.	OTHER INFORMATION	19
ITEM 6.	EXHIBITS	20

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

AJIA INNOGROUP HOLDINGS, LTD

INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Unaudited Condensed Consolidated Balance Sheets		F-2
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss		F-3
Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Equity		F-5
Unaudited Condensed Consolidated Statements of Cash Flows		F-4
Notes to Unaudited Condensed Consolidated Financial Statements		F-6
Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Equity		F-5
Notes to Unaudited Condensed Consolidated Financial Statements		F-6 – F-15

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AJIA INNOGROUP HOLDINGS, LTD.

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF ~~DECEMBER~~MARCH 31, ~~2022~~2023 AND JUNE 30, 2022

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

	December 31, 2022			June 30, 2022
	March 31, 2023			June 30, 2022
	(Unaudited)			(Audited)
ASSETS
Current assets:
Cash and cash equivalents	$	1319,~~507~~642		$	61,963
Accounts receivable		~~848~~600			-
Deposits and prepayments		18,~~519~~424			18,432
Earnest deposit		~~105,000~~-			105,000
Other receivables		31,~~690~~529			7,004
Total current assets		~~169~~70,~~564~~195			192,399
Non-current assets:
Plant and equipment, net		3026,~~989~~562			29,737
Goodwill		5,029,592			5,029,592
Total non-current assets		5,~~060~~056,~~581~~154			5,059,329
TOTAL ASSETS	$	5,~~230~~126,~~145~~349		$	5,251,728
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Other payables and accrued liabilities	$	~~242~~283,~~232~~193		$	422,654
Accounts payable		8284,~~474~~370			-
Amounts due to related parties		734,~~669~~153			597,192
Total current liabilities		1,~~059~~101,~~375~~716			1,019,846
Commitments and contingencies		-			-
Shareholders’ equity:
Preferred stock, $0.001 par value, 100,000,000 shares authorized; 1,000 shares issued and outstanding as of December 31, 2022 and June 30, 2022, respectively		1			1
Preferred stock, $0.001 par value, 100,000,000 shares authorized; 1,000 shares issued and outstanding as of March 31, 2023 and June 30, 2022, respectively		1			1
Common stock, $0.001 par value; 500,000,000 shares authorized; 109,300,000 and 109,225,000 shares issued and outstanding as of December 31, 2022 and June 30, 2022, respectively		109,300			109,225
Common stock, $0.001 par value; 500,000,000 shares authorized; 109,336,000 and 109,225,000 shares issued and outstanding as of March 31, 2023 and June 30, 2022, respectively		109,336			109,225
Additional paid-in capital		5,~~403~~424,~~370~~934			5,358,445
Accumulated other comprehensive (loss) income		(647	)		3,436
Accumulated other comprehensive income		1,974			3,436
Accumulated deficit		(1,~~220~~390,~~441~~799	)		(1,118,412	)
		4,291,583			4,352,695
		4,145,446			4,352,695
Non-controlling interest		(120,813	)		(120,813	)
Total shareholders’ equity		4,~~170~~024,~~770~~633			4,231,882
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	5,~~230~~126,~~145~~349		$	5,251,728

See accompanying notes to unaudited condensed consolidated financial statements.

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AJIA INNOGROUP HOLDINGS, LTD.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~DECEMBER~~MARCH 31, ~~2022~~2023 AND ~~2021~~2022

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

	Three Months ended December 31,						Six Months ended December 31,
	Three Months ended March 31,						Nine Months ended March 31,
	2022			2021			2022			2021
	2023			2022			2023			2022
Revenues, net	$	5421,~~257~~518		$	3627,~~417~~121		$	~~254~~275,~~427~~945		$	6088,~~929~~050
Cost of revenue		(492,~~173~~021	)		(101,~~025~~881	)		(~~200~~202,~~436~~457	)		(1314,~~109~~990	)
Gross profit		519,~~084~~497			2625,~~392~~240			5373,~~991~~488			4773,~~820~~060
Operating expenses
General and administrative		73,108			31,374			155,587			93,257
Professional fee		10,062			20,297			48,870			70,652
Professional fee		18,760			17,468			38,808			50,355
General and administrative		195,529			46,757			351,116			140,014
Total operating expenses		91205,~~868~~591			4867,~~842~~054			~~194~~399,~~395~~986			~~143~~210,~~612~~666
LOSS FROM OPERATIONS		(86186,~~784~~094	)		(2241,~~450~~814	)		(~~140~~326,~~404~~498	)		(95137,~~792~~606	)
Other income:
Gain on disposal of subsidiary		-						30,809
Foreign exchange gain		1,345			-			1,345			-
Government subsidy		~~318~~14,389			-			752,~~555~~753			-
Sundry income		-			10			-			10
Interest income		2			-			13			10
Interest income		7			-			11			-
Total other income		15,736			-			54,111			10
Total other income		325			10			38,375			10
LOSS BEFORE INCOME TAXES		(170,358	)		(41,814	)		(272,387	)		(137,596	)
LOSS BEFORE INCOME TAXES		(86,459	)		(22,440	)		(102,029	)		(95,782	)
Income tax expense		-			-			-			-
NET LOSS		(86170,~~459~~358	)		(2241,~~440~~814	)		(~~102~~272,~~029~~387	)		(95137,~~782~~596	)
Comprising:
Net gain attributable to non-controlling interest		-			13,468			-			619
Net loss attributable to non-controlling interest		-			89			-			708
Net loss attributable to Ajia Innogroup Holdings Ltd. shareholders		(86170,~~459~~358	)		(3541,~~908~~903	)		(~~102~~272,~~029~~387	)		(96138,~~401~~304	)
NET LOSS	$	(86170,~~459~~358	)	$	(2241,~~440~~814	)	$	(~~102~~272,~~029~~387	)	$	(95137,~~782~~596	)
Other comprehensive (loss) income :
Other comprehensive income (loss) :
- Foreign currency translation (loss) gain		(4,997	)		2,572			(2,802	)		3,131
- Foreign currency translation gain (loss)		2,621			1,146			(181	)		4,277
- Release of foreign currency translation upon sale of a subsidiary		-			-			(1,281	)		-
COMPREHENSIVE LOSS	$	(91167,~~456~~737	)	$	(1940,~~868~~668	)	$	(~~106~~273,~~112~~849	)	$	(92133,~~651~~319	)
Net loss per share – Basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average common shares outstanding – Basic and diluted		109,~~245~~333,~~380~~600			101,120,000			109,~~235~~244,~~190~~522			101,120,000

See accompanying notes to unaudited condensed consolidated financial statements.

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AJIA INNOGROUP HOLDINGS, LTD.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE ~~SIX~~NINE MONTHS ENDED ~~DECEMBER~~MARCH 31, ~~2022~~ 2023 AND ~~2021~~2022

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

	Six Months ended December 31,
	Nine Months ended March 31,
	2022			2021
	2023			2022
Cash flows from operating activities:
Net loss	$	(~~102~~272,~~029~~387	)	$	(95137,~~782~~596	)
Adjustment to reconcile net loss to net cash used in operating activities
Depreciation and amortization		812,~~617~~824			~~119~~183
Impairment of earnest deposit		105,000			-
Stock-based compensation		21,600			-
Gain on disposal of a subsidiary		(30,809	)		-
Change in operating assets and liabilities:
Accounts receivable		(~~848~~600	)		-
Accounts payable		8284,~~474~~370			-
Deposits and prepayments		-			(26,199	)
Deposits, prepayments and other receivables		(24,525	)		(27,434	)
Other receivables		(24,686	)		-
Other payables and accrued liabilities		(64,629	)		80,893
Other payables and accrued liabilities		(105,590	)		35,649
Net cash used in operating activities		(169,156	)		(83,954	)
Net cash used in operating activities		(172,871	)		(86,213	)
Cash flows from investing activities:
Purchase of plant and equipment		(9,~~757~~707	)		(154	)
Cash from disposal of a subsidiary		(304	)		-
Cash from acquisition of a subsidiary		-			3,064
Net cash (used in) provided by investing activities		(10,~~061~~011	)		2,910
Cash flows from financing activity:
Cash flows from financing activities:
Advances from a director		~~137~~136,~~477~~961			~~102~~115,~~986~~803
Net cash provided by financing activity		137,477			102,986
Net cash provided by financing activities		136,961			115,803
Effect of exchange rate changes on cash and cash equivalents		(~~3,001~~115	)		34,~~143~~301
Net change in cash and cash equivalents		(4842,~~456~~321	)		2239,~~826~~060
CASH AND CASH EQUIVALENT, BEGINNING OF PERIOD		61,963			1,120
CASH AND CASH EQUIVALENT, END OF PERIOD	$	1319,~~507~~642		$	2340,~~946~~180
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for income taxes	$	-		$	-
Cash paid for interest	$	-		$	-

See accompanying notes to unaudited condensed consolidated financial statements.

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AJIA INNOGROUP HOLDINGS, LTD.

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ (DEFICIT) EQUITY

FOR THE ~~SIX~~THREE AND NINE MONTHS ENDED ~~DECEMBER~~MARCH 31, ~~2022~~2023 AND ~~2021~~2022

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

	~~Equity attributable to Ajia Innogroup Holdings, Ltd.~~		Equity attributable to Ajia Innogroup Holdings, Ltd.
	Preferred stock				Common stock				Additionalpaid-in		Accumulatedothercomprehensive			Accumulated			Non- controlling			Total stockholders’
											Accumulated
	shares		Amount		shares		Amount		capital		income (loss)			deficit			interest			deficit
									Additional		other						Non-			Total
	Preferred stock				Common stock				paid-in		comprehensive			Accumulated			controlling			stockholders’
	shares		Amount		shares		Amount		capital		income (loss)			deficit			interest			equity (deficit)
Balance as of July 1, 2021		1,000	$	1		101,120,000	$	101,120	$	503,550	$	(4,368	)	$	(829,497	)	$	632		$	(228,562	)
Acquisition of a subsidiary		-		-		-		-		-					-			36,841			36,841
Net loss for the period		-		-		-		-		-		-			(60,493	)		(12,849	)		(73,342	)
Foreign currency translation adjustment		-		-		-		-		-		559			-			-			559
Balance as of September 30, 2021		1,000	$	1		101,120,000	$	101,120	$	503,550	$	(3,809	)	$	(889,990	)	$	24,624		$	(264,504	)
Net loss for the period		-		-		-		-		-		-			(35,908	)		13,468			(22,440	)
Foreign currency translation adjustment		-		-		-		-		-		2,572			-			-			2,572
Balance as of December 31, 2021		1,000	$	1		101,120,000	$	101,120	$	503,550	$	(1,237	)	$	(925,898	)	$	38,092		$	(284,372	)
Balance as of July 1, 2022		1,000	$	1		109,225,000	$	109,225	$	5,348,445	$	3,436		$	(1,118,412	)	$	(120,813	)	$	4,231,882
Net loss for the period		-		-		-		-		-		-			(41,903	)		89			(41,814	)
Foreign currency translation adjustment		-		-		-		-		-		1,146			-			-			1,146
Balance as at March 31, 2022		1,000	$	1		101,120,000	$	101,120	$	503,550	$	(91	)	$	(967,801	)	$	38,181		$	(325,040	)
Balance as of July 1, 2022		1,000	$	1		109,225,000	$	109,225	$	5,358,445	$	3,436		$	(1,118,412	)	$	(120,813	)	$	4,231,882
Disposal of a subsidiary		-		-		-		-		-		(1,281	)		-			-			(1,281	)
Net loss for the period		-		-		-		-		-		-			(15,570	)		-			(15,570	)
Foreign currency translation adjustment		-		-		-		-		-		2,195			-			-			2,195
Balance as of September 30, 2022		1,000	$	1		109,225,000	$	109,225	$	5,~~348~~358,445	$	4,350		$	(1,133,982	)	$	(120,813	)	$	4,217,226
Issuance of common shares		-		-		75,000		75		44,925		-			-			-			45,000
Net loss for the period		-		-		-		-		-		-			(86,459	)		-			(86,459	)
Foreign currency translation adjustment		-		-		-		-		-		(4,997	)		-			-			(4,997	)
Balance as of December 31, 2022		1,000	$	1		109,300,000	$	109,300	$	5,403,370	$	(647	)	$	(1,220,441	)	$	(120,813	)	$	4,170,770
Issuance of common shares		-		-		36,000		36		21,564		-			-			-			21,600
Net loss for the period		-		-		-		-		-		-			(170,358	)		-			(170,358	)
Foreign currency translation adjustment		-		-		-		-		-		2,621			-			-			2,621
Balance as of March 31, 2023		1,000	$	1		109,336,000	$	109,336	$	5,424,934	$	1,974		$	(1,390,799	)	$	(120,813	)	$	4,024,633

See accompanying notes to unaudited condensed consolidated financial statements.

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AJIA INNOGROUP HOLDINGS, LTD.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~DECEMBER~~MARCH 31, ~~2022~~2023 AND ~~2021~~2022

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

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, 2022 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~~March 31, ~~2022~~2023 are not necessarily indicative of the results to be expected for the entire fiscal year ending June 30, 2023 or for any future period.

These unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the Management’s Discussion and the audited financial statements and notes thereto included in the Annual Report on Form 10-K for the year ended June 30, 2022, filed with the SEC on October 13, 2022.

NOTE 2 – ORGANIZATION AND BUSINESS BACKGROUND

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

During September 2022, the Company disposed its subsidiary, Guangzhou Shengjia Trading Co., Limited.

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 (“SRL”)	British Virgin Islands, a limited liability company	Investment holding	1 issued share of US$1 each	100%

A Jia Creative Holdings Limited (“ACHL”)	Hong Kong, a limited liability company	Provision of food and beverage sales system setup and maintenance service	100 ordinary shares for HK$100	100%

Ajia Corporate Systems Architecture Solution Limited (“ACSL”)	Hong Kong, a limited liability company	Provision of money lending, insurance brokerage and business development trustee service	10,000 ordinary shares for HK$10,000	51%

Union Passenger Limited (“UPL”)	Hong Kong, a limited liability company	Provision of catering member service solutions and service platform	1,000 ordinary shares for HK$1,000	100%

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

NOTE 3 – GOING CONCERN UNCERTAINIES

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 experienced a net loss of $~~102~~272,~~029~~387 for the ~~six~~nine ~~(6)~~ months ended ~~December~~March 31, ~~2022~~2023 and incurred an accumulated deficit of $1,~~220~~390,~~441~~799 as of ~~December~~March 31, ~~2022~~2023. The continuation of the Company as a going concern through ~~December~~March 31, ~~2023~~2024 is dependent upon the continued financial support from its stockholders. 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 unaudited 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 4 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

·	Basis of presentation

These accompanying unaudited condensed 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 unaudited condensed 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 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 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.

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·	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
Leasehold improvement		3 years
Furniture & fixtures		3 years
Furniture & fixtures		3 years
Computer software		3 years
Computer software		3 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, 2022 and 2021 were 4,315 and $62, respectively.

Depreciation expense for the six months ended December 31, 2022 and 2021 were 8,617 and $119, respectively.

Goodwill

Goodwill represents the excess of purchase price over the fair value of identifiable net assets acquired in a business combination. Goodwill is tested for impairment at least annually in accordance with the provisions of ASC Topic 350, “Intangibles-Goodwill and Other” (“ASC 350”). Under ASC 350, annual or interim goodwill impairment testing is performed by comparing the estimated fair value of a reporting unit with its carrying amount. An impairment charge is recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value, not to exceed the carrying value of goodwill. There has been no impairment charge for the periods presented.

·	Impairment of long-lived assets

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

·	Revenue recognition

The Company’s 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.

The Company recognizes revenues onfrom the 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:

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	·	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 condensed 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~~nine months ended ~~December~~March 31, ~~2022~~2023 and ~~2021~~2022. The Company and its subsidiaries are subject to local and various foreign tax jurisdictions. The Company’s tax returns remain open subject to examination by major tax jurisdictions.

·	Net loss per share

The Company calculates net loss per share in accordance with ASC Topic 260 “Earnings per Share”. Basic loss per share is computed by dividing the net loss by the weighted-average number of common shares outstanding 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$"”). The Company’s subsidiaries operating in Hong Kong maintained their books and records in their local currency, Hong Kong Dollars ("“HK$"”), which is their functional currency, 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:

	December 31,2022		December 31,2021
	March 31,2023		March 31,2022
Period-end HK$:US$1 exchange rate		7.~~8077~~8499		7.~~7977~~8308
Period average HK$:US$1 exchange rate		7.~~8350~~8784		7.~~7842~~7911
Period-end RMB:US$1 exchange rate		~~6.8973~~N/A		6.~~3641~~3444
Period average RMB:US$1 exchange rate		~~6.9764~~N/A		6.~~4336~~4061

·	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.

·	Stock-based compensation

The Company recognizes stock-based compensation in accordance with ASC Topic 718 “Stock Compensation”, which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors including employee stock options and employee stock purchases related to an Employee Stock Purchase Plan based on the estimated fair values.

For non-employee stock-based compensation, the Company has adopted ASC 2018-07, Improvements to Nonemployee Share-Based Payment Accounting which expands on the scope of ASC 718 to include share-based payment transactions for acquiring services from non-employees and requires stock-based compensation related to non-employees to be accounted for based on the fair value of the related stock or the fair value of the services at the grant date, whichever is more readily determinable in accordance with ASC Topic 718.

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·	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.

·	Recent accounting pronouncements

The Company has considered all new accounting pronouncements and has concluded that there are no new pronouncements that may have a material impact on the results of operations, financial condition, or cash flows, based on the current information.

NOTE 5 – PLANT AND EQUIPMENT

Plant and equipment consisted of the following:

	December 31,2022			June 30, 2022
	March 31,2023			June 30, 2022
At cost:
Computer equipment	$	1,~~279~~291		$	1,291
Computer software		49,~~199~~403			39,731
Furniture and fixtures, at cost		2,191			2,191
Foreign translation difference		~~237~~(250	)		(268	)
		52,906			42,945
		52,635			42,945
Less: accumulated depreciation		(2225,~~009~~944	)		(13,120	)
Less: foreign translation difference		92(129	)		(88	)
	$	3026,~~989~~562		$	29,737

Depreciation expense for the three months ended ~~December~~March 31, ~~2022~~2023 and ~~2021~~2022 were $4,~~315~~207 and $6264, respectively.

Depreciation expense for the ~~six~~nine months ended ~~December~~March 31, ~~2022~~2023 and ~~2021~~2022 were $812,~~617~~824 and $~~119~~183, respectively.

NOTE 6 – AMOUNTS DUE TO RELATED PARTIES

As of ~~December~~March 31, ~~2022~~2023 and June 30, 2022, amounts due to related parties represented salary payables and temporary advances made by a director of the Company, Ms. WAN Yin Ling, and shareholders of the Company, Mr. WONG Bik Chun and Mr. POON Wai Han, which were unsecured, interest-free and repayable on demand.

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NOTE 7 – 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

AJIA is registered in the State of Nevada and is subject to the tax laws of United States of America. ~~The~~with ~~U.S. Tax Cuts and Jobs Act (~~the ~~“Tax Reform Act”) was signed into law. The Tax Reform Act significantly revised the~~ U.S. corporate ~~income~~ tax ~~regime by, among other things, lowering the U.S. corporate tax~~ rate ~~from~~of ~~35% to~~ 21% ~~effective January 1, 2018~~. The Company’s policy is to recognize accrued interest and penalties related to unrecognized tax benefits in its income tax provision. The Company has not accrued or paid interest or penalties which were not material to its results of operations for the periods presented.

For the ~~six~~nine months ended ~~December~~March 31, ~~2022~~2023 and ~~2021~~2022, there ~~were~~was no operating income. and accordingly, no tax expense arising. A full valuation allowance has been provided against the deferred tax assets of $~~238~~271,~~601~~028, on the expected future tax benefits from the net operating loss (“NOL”) carry forwards of $1,~~136~~290,~~195~~610 as the management believes it is more likely than not that these assets will not be realized in the future.

British Virgin Island

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

Hong Kong

ACHL, ACSL and UPL are subject to Hong Kong tax regime. For the ~~six~~nine months ended ~~December~~March 31, ~~2022~~2023 and ~~2021~~2022, no provision for Hong Kong Profits Tax is provided for, since the Company did not derive assessable profits from Hong Kong under its applicable tax law. A full valuation allowance has been provided against the deferred tax assets of $77,002, on the expected future tax benefits from the net operating loss (“NOL”) carry forwards of $466,677. The reconciliation of income tax rate to the effective income tax rate based on loss before income taxes from foreign operation for the ~~six~~nine months ended ~~December~~March 31, ~~2022~~2023 and ~~2021~~2022 are as follows:

	Six months ended December 31,
	Nine months ended March 31,
	2022			2021
	2023			2022
Loss before income taxes	$	(5471,~~165~~583	)	$	(95137,~~333~~036	)
Statutory income tax rate		16.5	%		16.5	%
Income tax impact at the statutory rate		(811,~~937~~811	)		(1522,~~730~~611	)
Non-deductible items		12,~~496~~192			-
Non-taxable and deductible item		(25,~~884~~245	)		-
Net operating loss carry forward		1014,~~325~~864			1522,~~730~~611
Income tax expense	$	-		$	-

The following table sets forth the significant components of the aggregate net deferred tax assets of the Company as of ~~December~~March 31, ~~2022~~2023 and June 30, 2022:

	December 31,2022			June 30,2022
	March 31,2023			June 30,2022
Deferred tax assets:
Net operating loss carryforward from:
– United States of America	$	~~238~~271,~~601~~028		$	222,065
– Hong Kong		7177,~~074~~002			62,137
– The PRC		-			7,702
Total deferred tax assets		~~309~~348,~~675~~030			291,904
Less: valuation allowance		(~~309~~348,~~675~~030	)		(291,904	)
Net deferred tax assets	$	-		$	-

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As of ~~December~~March 31, ~~2022~~2023, the Company incurred an aggregate of $1,~~566~~757,~~945~~287 ~~the~~of ~~aggregate~~ net operating loss carryforwards available to offset its future taxable income for income tax purposes. The Company has provided for a full valuation allowance against the deferred tax assets of $~~309~~348,~~675~~030 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 period ended ~~December~~March 31, ~~2022~~2023, the valuation allowance increased by $1756,~~771~~126, primarily relating to net operating loss carryforwards.

NOTE 8 – 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. As of ~~December~~March 31, ~~2022~~2023, one thousand shares of preferred stock have been 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 of $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.

Common stock issued

As of December 31, 2022 and June 30, 2022, the Company had a total of 109,300,000 and 109,225,000 shares of its common stock issued and outstanding.

On December 6, 2022, the Company issued 75,000 shares of common stock at the price of $0.6 per share to compensate certain directors in rendering services to the Company.

On January 6, 2023, the Company issued 36,000 shares of common stock at the price of $0.6 per share to compensate certain directors in rendering services to the Company.

As of March 31, 2023 and June 30, 2022, the Company had a total of 109,336,000 and 109,225,000 shares of its common stock issued and outstanding.

NOTE 9 – RELATED PARTY TRANSACTIONS

During the six months ended December 31, 2022, amount due to related parties totaled of 734,669, comprising amounts due to its director and shareholders, which are interest-free and repayable on demand.

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.

During the nine months ended March 31, 2023, amount due to related parties totaled $734,153, comprising amounts due to its director and shareholders, which are interest-free and repayable on demand.

Apart from the transactions and balances detailed elsewhere in these accompanying unaudited condensed consolidated financial statements, the Company has no other significant or material related party transactions during the periods presented.

NOTE 10 – CONCENTRATIONS OF RISK

The Company is exposed to the following concentrations of risk:

(a) Major customers

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Three Months ended December 31, 2022

December 31, 2022

Three Months ended March 31, 2023

March 31, 2023

Customers

Revenues

Percentageof revenues

Accountsreceivable

Customer A

2417,~~927~~821

4677.80

Total:

	Three Months ended December 31, 2021						December 31, 2021
	Three Months ended March 31, 2022						March 31, 2022
Customers	Revenues		Percentageof revenues				Accountsreceivable
Customer A	$	2515,~~051~~000		6955.30	%		$	-
Customer B		610,~~943~~000		1936.80	%			-
Total:	$	3125,~~994~~000		8892.16	%	Total:	$	-

Six Months ended December 31, 2022

December 31, 2022

Nine Months ended March 31, 2023

March 31, 2023

Customers

Revenues

Percentageof revenues

Accountsreceivable

Customer A

4967,~~773~~324

2024.4

Total:

	Six Months ended December 31, 2021						December 31, 2021
	Nine Months ended March 31, 2022						March 31, 2022
Customers	Revenues		Percentageof revenues				Accountsreceivable
Customer A	$	4540,~~092~~000		7445.43	%		$	-
Customer B		630,~~943~~000		1134.07	%			-
Total:	$	5270,~~035~~000		8579.50	%	Total:	$	-

These customers are located in Hong Kong.

(b) Major vendors

Three Months ended December 31, 2022

December 31, 2022

Three Months ended March 31, 2023

March 31, 2023

Vendors

Cost of revenue

Percentageof cost of revenue

Accountspayable

Vendor A

261,~~248~~424

6711.9

Total:

-38,956

Six Months ended December 31, 2022

December 31, 2022

Nine Months ended March 31, 2023

March 31, 2023

Vendors

Cost of revenue

Percentageof cost of revenue

Accountspayable

Vendor A

~~110~~112,~~693~~117

5855.4

Total:

-38,956

For the three months and nine months ended March 31, 2022, no single vendor accounts for 10% or more of the Company’s cost of revenue.

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For the three months and six months ended December 31, 2021, no single vendor accounts for 10% or more of the Company’s cost of revenue.

The vendor is located in Hong Kong.

Financial instruments that are potentially subject to credit risk consist principally of ~~trade~~accounts ~~receivables~~receivable. 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.

(d) Exchange rate risk

Whilst 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.

NOTE 11 – COMMITMENTS AND CONTINGENCIES

As of ~~December~~March 31, ~~2022~~2023, there were no commitments and contingencies involved.

NOTE 12 – 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~~March 31, ~~2022~~2023 up through the date the Company issued the unaudited condensed 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, 2022 and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations, both of which are contained in the Company’s Annual Report on Form 10-K for the year ended June 30, 2022, filed with the Securities and Exchange Commission (the “SEC”) on October 13, 2022, as amended January 18, 2023.

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

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.

• 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.

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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.

Doing Business in China and Hong Kong Corporate Overview

Ajia Innogroup Holdings Ltd. is a Nevada holding company that operates its business in Hong Kong, through its subsidiaries (collectively the “Operating Subsidiaries”). Investors in our ordinary shares should be aware that they are not permitted to directly hold equity interests in the Chinese operating entities. Investors can only purchase equity solely Ajia Innogroup Holdings Ltd. which owns the majority equity interests in our Operating Subsidiaries.

Because of our corporate structure, we as well as the investors are subject to unique risks due to uncertainty of the interpretation and the application of the PRC laws and regulations. We are also subject to the risks of uncertainty about any future actions of the PRC government in this regard. We may also be subject to sanctions imposed by PRC regulatory agencies including the Chinese Securities Regulatory Commission (“CSRC”) if we fail to comply with their rules and regulations. The Chinese regulatory authorities could disallow our operating structure in the future, and this would likely result in a material change in our financial performance, our results of operations, our actual operations in China, and/or the value of our ordinary shares, which could cause the value of such securities to significantly decline or become worthless.

We face various legal and operational risks and uncertainties related to having all of our operations in China. The PRC government has significant authority to exert influence on the ability of a China-based company, such as us, to conduct its business, accept foreign investments, or list on U.S. or other foreign exchanges. For example, we may face risks associated with regulatory approvals of offshore offerings, anti-monopoly regulatory actions, as well as oversight on cybersecurity and data privacy. Such risks could result in a material change in our operations and/or the value of our ordinary shares or could significantly limit or completely hinder our ability to offer or continue to offer our ordinary shares and/or other securities to investors and cause the value of such securities to significantly decline or be worthless.

The Chinese government has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through regulation and state ownership. Our ability to operate in China may be harmed by changes in its laws and regulations, including those relating to securities regulation, data protection, cybersecurity and mergers and acquisitions and other matters. The central or local governments of these jurisdictions may impose new, stricter regulations or interpretations of existing regulations with little advance notice that would require additional expenditures and efforts on our part to ensure our compliance with such regulations or interpretations. Government actions in the future could significantly affect economic conditions in China or particular regions thereof and could require us to materially change our operating activities or divest ourselves of any interests we hold in Chinese assets. Our business may be subject to various government and regulatory interference. We may incur increased costs necessary to comply with existing and newly adopted laws and regulations or penalties for any failure to comply. Our operations could be adversely affected, directly or indirectly, by existing or future laws and regulations relating to our business or industry.

Given recent statements by the Chinese government indicating an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers, any such action could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or become worthless.

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Additionally, more stringent criteria have been imposed by the SEC and the PCAOB, recently, our securities may be prohibited from trading if our auditor cannot be fully inspected. As of the date of the report, J&S Associate, our auditor, is not subject to the determinations as to the inability to inspect or investigate registered firms completely announced by the PCAOB on December 16, 2021. The recent joint statement by the SEC and PCAOB, proposed rule changes submitted by Nasdaq, and the Holding Foreign Companies Accountable Act all call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors, especially the non-U.S. auditors who are not inspected by the PCAOB. These developments could add uncertainties to our offering.

As of September 2022, we have disposed of our operation in the PRC, and operate primarily from our Hong Kong based subsidiaries. Current PRC regulations permit PRC Subsidiaries to pay dividends through subsidiaries in Hong Kong, but only out of accumulated profits, if any, determined in accordance with Chinese accounting standards and regulations. In addition, each of PRC Subsidiaries is required to set aside at least 10% of its after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches 50% of its registered capital. As of the date of the Report, we have had no transactions that involved the transfer of cash or assets throughout our corporate structure since at least July 1, 2020. From inception to dissolution, our PRC Subsidiary did not transfer cash or assets to the Company, including by way of dividends. Additionally, no transfers, dividends, or distributions have been made to our U.S. investors. Although we have not relied on our Hong Kong subsidiary for dividends or other distributions in the past, in the event that our Hong Kong subsidiary were to issue dividends or distribution of cash or earnings in the future, our Hong Kong subsidiary may become subject to the applicable to PRC foreign currency control.

The Company does not currently plan or anticipate transferring cash or other assets from our operations in Hong Kong to our parent company or U.S. investors. However, there are currently no restrictions on our ability to transfer cash or distribute earnings among our Hong Kong subsidiary and our parent company and U.S. investors, if needed. Currently, cash can be transferred between our holding company and subsidiaries through intercompany fund advances. Although, the PRC, the PRC government imposes controls on the convertibility of the Renminbi into foreign currencies and the remittance of currency out of the PRC which may restrict our PRC Subsidiaries’ ability to transfer cash from our PRC Subsidiaries to our other non-mainland China entities. To the extent cash is generated in our Hong Kong and may need to be used to fund operations outside of mainland Hong Kong, currently such funds would be available to the Company. However, if certain PRC laws and regulations, including existing laws and regulations and those enacted or promulgated in the future were to become applicable to our Hong Kong Subsidiary in the future, and to the extent cash is generated in our Hong Kong subsidiary and to the extent assets (other than cash) in our business are located in Hong Kong or held by a Hong Kong entity and may need to be used to fund operations outside of Hong Kong, such funds or assets may not be available due to interventions in or the imposition of restrictions and limitations on the ability of us and our subsidiaries to transfer funds or assets by the PRC government.

To date, there have not been any such dividends or other distributions from our Hong Kong or previous PRC Subsidiary to any entity located outside of mainland China. However, as of the date of this Report, we do not believe that there is any current restriction on our ability to transfer cash or distribute earnings to our parent company and U.S. investors.

To be certain, there can be no assurance that the PRC government will not intervene or impose restrictions on our ability, in the future, to transfer or distribute cash within our organization, which could result in an inability or prohibition on making transfers or distributions to entities outside of mainland China and Hong Kong, this would adversely affect our business. Notwithstanding the foregoing, limitations currently imposed by the PRC government as described hereto do not affect our subsidiaries’ ability to transfer cash or distribute earnings to our parent company and U.S. investors.

For a detailed description of risks related to doing business in China, see “Risk Factors - Risks Related to Doing Business in China.” Included in our Form 10-K/A filed with the SEC January 18, 2023.

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Corporate Background- Recent Business Development

Ajia Innogroup Holdings, Limited. (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 187 E. Warm Springs Road, Suite B307, Las Vegas, Nevada 89119. The telephone number is: (702) 833-9872

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. Yin Ling (Elaine) Wan as Chief Executive and Chief Financial Officer of the Company. At the same time, the Board elected the following individuals to the following positions: Mr. Zhi Qiang Liang was elected as President, Chief Executive Officer and Director 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 Yin Ling (Elaine) Wan was elected as Director, Secretary and Treasurer.

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.

On July 28, 2018, the Company issued a convertible promissory note in the amount of $300,000 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 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. held 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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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 the Company 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 had 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) resigned as 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. Kiu Chung Jacqueline Tang (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, Mr. Zhi Qiang Liang resigned as Chief Executive Officer and Mr. Yip was appointed as Chief Executive Officer.

In October 16, 2020, Splendor Radiant Limited entered into a joint venture agreement with its strategic partner, Mr. Tsz Man (Eric) Ngan. Both parties agreed to establish a joint venture relationship in order to collaborate to form a company, Ajia Corporate Systems Architecture Solution Limited (“ACSA”) which Splendor Radiant owns 51% of the shares. ACSA has planned to acquire or become business partner in insurance and finance industries, which includes licensed insurance brokerage, trust servicing consulting team and licensed money lender in Hong Kong. ACSA has owned 51% of Tangent Asia Pacific Finance Ltd (“TAPF”), licensed money lender in Hong Kong and willing to develop money lending in Hong Kong and global. TAPF is focusing on the money lending business on second mortgage on property market and lending on crypto assets as collateral that seeks for 8% to 10% return on principle per annum. The Company believes that the finance business in Hong Kong is profitable and has great potential because of the increasing demand for lending on second mortgages on property and cryptocurrency assets. TAPF was disposed of on June 30, 2022.

In June 2021, ACSA purchased 51% shares of Jia Yu Insurance Finance limited (“JYIF”), which is a licensed Insurance brokerage firm in Hong Kong. JYIF’s primary role is to provide local lump sum universal life, annuity assurance and offshore insurance products both life and non-life, which include compliant US PPLI, UL, and IUL policies, to designated clients asset growth purposes with complied tax solutions. There is a growing need and demand for Asian clients to purchase compliant PPLI, UL, and IUL policies in order to receive tax benefits and investment returns, and these products are becoming increasingly popular. The Company utilizes Hong Kong as a hub to organize US PPLI, UL, and IUL policies for high-net-worth clients from China, Japan, Taiwan, Korea, Thailand, and Indonesia. PPLI, IUL, and UL policies are increasingly in demand, and the Company has a professional technical team as well as US lawyers and tax advisors on hand to service these clients as a one-stop shop for all their insurance needs. JYIF was disposed of on May 18, 2022.

In 2021, Guangzhou Shengjia Trading Co., Ltd (“GST”), subsidiary of AJIA, aims to provide back-end support on project called “Easy Picture Mobile Application” (“Easy Picture”). Easy Picture is an application for mobile photos software for end customers who want to take qualified photos to apply for visas to China. Easy Picture is an accessible cost saving application offering user-friendly interface. GST has signed up agreement with a travel agency to use this Easy Picture App, however, execution of the business has been delayed due to COVID-19 and resulting closure of travel. GST was disposed of on September 1, 2022.

In June 2022, the Company purchased 100% shares of Union Passenger Limited (“UPL), a company incorporated in Hong Kong. According to the acquisition agreement, the Company will appoint UPL as its exclusive partner for the promotion of Company’s catering, services and total solutions for restaurants in Asia (“Products”). The Company shall share 100% of the profits and losses of the offering of Products to third party customers which are introduced by UPL.

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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 ordinary share of US$1 each	100%

Ajia Creative Holdings Limited	Hong Kong, a limited liability company	Provision of food and beverage sales system setup and maintenance service	100 ordinary shares for HK$100	100%

Ajia Corporate Systems Architecture Solution Limited	Hong Kong, a limited liability company	Provision of money lending, insurance brokerage and business development trustee service	10,000 ordinary shares of HK$10,000	51%

Union Passenger Limited	Hong Kong, a limited liability company	Provision of catering member service solutions and service platform	1,000 ordinary shares for HK$1,000	100%

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

Investors can only purchase equity solely in Ajia Innogroup Holdings Ltd. which owns the majority equity interests in our Operating Subsidiaries.

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Principal Products, Services and Their Markets

In last year, our business plan consisted of the following three primary segments: 1) 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, 2) our insurance private placement operations through Ajia Corporate Systems Architecture Solution Limited (“ACSA”), and 3) our Easy Picture application. We hope to expand our markets outside of Hong Kong in the future.

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

Our operation through ACSA requires a license from the Hong Kong insurance authority to operate. We were granted a three years license for our coming operation from 24 June, 2021 to 23 June, 2024. Additionally, certain roles within ACSA require an individual to hold a broker’s license from August 2021. We currently have 12 licensed individuals employed by ACSA.

AsBy end of September 2022, we ~~have~~ disposed of our operation in the PRC, and operate primarily from our Hong Kong based subsidiaries. Apart from customary business laws and regulations, the PRC government does not regulate the catering, services and total solutions for restaurants business industry. The PRC government may, however, from time to time institute rules and regulations on such businesses which makes it difficult or impossible for us to operate successfully, if at all, in the PRC. Please see the section on “Risk Factors” for further details.

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Other than as mentioned above, 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.

Cash Management Systems

We have no cash management policies that dictate how funds are transferred.

Number of Employees

The Company has approximately 207 ~~part and~~ full time employees at ACSA and 6 employees and IT support personnel working with Easy Picture application. We have no other 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 Asian regions regularly to pursue the development of its businesses.

Regulatory Permission

We are currently not required to obtain approval from Chinese authorities to list on U.S. exchanges, however, if our subsidiaries or the holding company were required to obtain approval in the future and were denied permission from Chinese authorities to list on U.S. exchanges, we will not be able to continue listing on a U.S. exchange, which would materially affect the interest of the investors. It is uncertain when and whether the Company will be required to obtain permission from the PRC government to list on U.S. exchanges in the future, and when such permission is obtained, whether it will be rescinded. Although the Company is currently not required to obtain permission from any of the PRC federal or local government to list on U.S. exchanges and has not received any denial to list on a U.S. exchange, our operations could be adversely affected, directly or indirectly, by existing or future laws and regulations relating to its business or industry. If we are subsequently advised by any Chinese authorities that permission for this offering and/or listing on the Nasdaq Stock Market was required, we may not be able to obtain such permission in a timely manner, if at all. If this risk occurs, our ability to offer securities to investors could be significantly limited or completely hindered and the securities currently being offered may substantially decline in value or become worthless.

Recently, the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued the Opinions on Strictly Cracking Down on Illegal Securities Activities, which were made available to the public on July 6, 2021. The Opinions on Strictly Cracking Down on Illegal Securities Activities emphasized the need to strengthen the administration over illegal securities activities, and the need to strengthen the supervision over overseas listings by Chinese companies. Pursuant to the Opinions, Chinese regulators are required to accelerate rulemaking related to the overseas issuance and listing of securities, and update the existing laws and regulations related to data security, cross-border data flow, and management of confidential information. Numerous regulations, guidelines and other measures are expected to be adopted under the umbrella of or in addition to the Cybersecurity Law and Data Security Law. As of the date of this report, no official guidance or related implementation rules have been issued. As a result, the Opinions on Strictly Cracking Down on Illegal Securities Activities remain unclear on how they will be interpreted, amended and implemented by the relevant PRC governmental authorities.

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On December 28, 2021, the Cyberspace Administration of China jointly with the relevant authorities formally published Measures for Cybersecurity Review (2021) which will took effect on February 15, 2022 and replace the former Measures for Cybersecurity Review (2020). Measures for Cybersecurity Review (2021) stipulates that operators of critical information infrastructure purchasing network products and services, and online platform operator (together with the operators of critical information infrastructure, the “Operators”) carrying out data processing activities that affect or may affect national security, shall conduct a cybersecurity review, any online platform operator who controls more than one million users’ personal information must go through a cybersecurity review by the cybersecurity review office if it seeks to be listed in a foreign country. Given that: (i) we do not possess personal information on more than one million users in our business operations; and (ii) data processed in our business does not have a bearing on national security and thus may not be classified as core or important data by the authorities, we would not be required to apply for a cybersecurity review under the Measures for Cybersecurity Review (2021).

Our PRC subsidiary was disposed of on September 1, 2022 and we do not believe the Company or its PRC subsidiary are or will become subject to enhanced cybersecurity review or investigation. Further, while we continue to have operations in Hong Kong through the Hong Kong subsidiaries, we believe that our operations are not affected by this since these statements and regulatory actions are new, it is highly uncertain how soon the legislative or administrative regulation making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any. It is also highly uncertain what the potential impacts such modified or new laws and regulations will have on our business operations, its ability to accept foreign investments and the listing of our Shares on a U.S. or other foreign exchanges. If certain PRC laws and regulations were to become applicable to a company such as us in the future, the application of such laws and regulations may have a material adverse impact on our business, financial condition and results of operations and our ability to offer or continue to offer securities to investors, any of which may cause the value of our securities, including our common Shares, to significantly decline or become worthless.

If the CSRC, CAC or other regulatory agencies later promulgate new rules or explanations requiring that we obtain their approvals, we may be unable to obtain such approvals and we may face sanctions by the CSRC, CAC or other PRC regulatory agencies for failure to seek their approval which could significantly limit or completely hinder our ability to offer or continue to offer securities to our investors and the securities currently being offered may substantially decline in value and be worthless.

Holding Foreign Companies Accountable Act

U.S. laws and regulations, including the Holding Foreign Companies Accountable Act, or HFCAA, may restrict or eliminate our ability to complete a business combination with certain companies, particularly those acquisition candidates with substantial operations in China.

On March 24, 2021, the SEC adopted interim final rules relating to the implementation of certain disclosure and documentation requirements of the HFCAA. An identified issuer will be required to comply with these rules if the SEC identifies it as having a “non-inspection” year under a process to be subsequently established by the SEC. In June 2021, the Senate passed the Accelerating Holding Foreign Companies Accountable Act, which, if signed into law, would reduce the time period for the delisting of foreign companies under the HFCAA to two consecutive years instead of three years. If our auditor cannot be inspected by the Public Company Accounting Oversight Board, or the PCAOB, for two consecutive years, the trading of our securities on any U.S. national securities exchanges, as well as any over-the-counter trading in the U.S., will be prohibited. Additionally, and as a result of a failure to be inspected, the exchange on which we are then listed may determine to delist our securities.

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On September 22, 2021, the PCAOB adopted a final rule implementing the HFCAA, which provides a framework for the PCAOB to use when determining, as contemplated under the HFCAA, whether the PCAOB is unable to inspect or investigate completely registered public accounting firms located in a foreign jurisdiction because of a position taken by one or more authorities in that jurisdiction. On December 2, 2021, the SEC issued amendments to finalize rules implementing the submission and disclosure requirements in the HFCA Act. The rules apply to registrants that the SEC identifies as having filed an annual report with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction and that PCAOB is unable to inspect or investigate completely because of a position taken by an authority in foreign jurisdictions. On December 16, 2021, the PCAOB issued a report on its determinations that it is unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in mainland China and in Hong Kong, because of positions taken by PRC authorities in those jurisdictions. As of the date of ~~this~~our Annual Report on Form 10-K, and as amended, J&S Associate, our auditor, is not subject to the determinations as to the inability to inspect or investigate registered firms completely announced by the PCAOB on December 16, 2021.

Results of Operations

Comparison for the Three Months Ended ~~December~~March 31, ~~2022~~2023 and ~~2021~~2022

~~During~~As ~~the~~of ~~three~~March ~~months ended December~~ 31, ~~2022 and 2021~~2023, ~~COVID-19~~we ~~affected~~suffered ~~the~~from ~~operational~~a ~~and~~working ~~financial~~capital ~~performance~~deficit of ~~the Company: Hong Kong~~$1, ~~PRC~~031,521. ~~and~~As ~~United~~a ~~States~~result, ~~national~~our ~~economic~~continuation ~~shutdown~~as ~~that~~a ~~was~~going ~~imposed~~concern tois ~~limit~~dependent ~~the~~upon ~~spread~~improving ofour ~~COVID-19.~~profitability ~~Both global~~ and ~~local~~the ~~markets~~continuing ~~have~~financial ~~suffered~~support ~~huge~~from ~~public~~our ~~and~~stockholders ~~private~~or ~~financial~~other ~~and~~capital ~~economic losses~~sources. ~~The~~Management ~~closures~~believes ~~resulting~~that ~~from~~the ~~COVID~~continuing ~~have~~financial ~~required~~support ~~management~~from tothe ~~focus~~existing onshareholders ~~making~~and ~~rapid~~external ~~decisions~~financing towill ~~protect~~provide ~~employees,~~the ~~address~~additional ~~new~~cash ~~customers’~~to ~~concerns~~meet ~~and~~our ~~needs~~obligations ~~and~~as ~~shareholder~~they ~~support~~become due. ~~Management~~Our ~~has~~financial ~~had~~statements todo ~~readjust~~not ~~and~~include ~~act-Resolve,~~any ~~Resilience,~~adjustments ~~Return,~~to ~~Reimagination,~~reflect ~~and~~the ~~Reform-~~possible ~~both~~future ineffects ~~order~~on tothe ~~address~~recoverability toand ~~immediate~~classification ~~crisis~~of assets and toliabilities ~~prepare~~that ~~for~~may result in the ~~next~~Company ~~normal~~not ~~after~~being ~~the~~able ~~battle~~to ~~against~~continue ~~coronavirus~~as ~~has~~a ~~been~~going ~~won~~concern.

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AsThe offollowing ~~December~~table ~~31,~~sets ~~2022,~~forth wecertain ~~suffered~~operational ~~from~~data afor ~~working~~the ~~capital~~three ~~deficit~~months ofended ~~$889~~March 31,~~811.~~ ~~As a result~~2023, ~~our~~compared 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~~March ~~our~~31, 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.2022:

The following table sets forth certain operational data for the three months ended December 31, 2022, compared to December 31, 2021:

	Three months ended March 31,
	2023			2022

Revenue	$	21,518		$	27,121
Cost of revenue		(2,021	)		(1,881	)
Gross profit		19,497			25,240
General and administrative expenses		(195,529	)		(46,757	)
Professional fees		(10,062	)		(20,297	)
Loss from operation		(186,094	)		(41,814	)
Total other income		15,736			-
Income tax expense		-			-
NET LOSS	$	(170,358	)	$	(41,814	)

	Three months ended December 31,
	2022			2021
Revenue	$	54,527		$	36,417
Cost of revenue		(49,173	)		(10,025	)
Gross profit		5,084			26,392
General and administrative expenses		(73,108	)		(31,374	)
Professional fees		(18,760	)		(17,468	)
Loss from operation		(86,784	)		(22,450	)
Total other income		325			10
Income tax expense		-			-
NET LOSS	$	(86,459	)	$	(22,440	)

Revenues

During the three months ended ~~December~~March 31, ~~2022~~2023, we have derived income of $5421,~~527~~518 (~~2021~~2022: $3627,~~417~~121). This ~~increase~~decrease was primarily due to an overall ~~increase~~decrease in revenue generated from provision of catering member service solutions and service ~~after acquisition of UPL~~. ~~Management anticipates revenues to continue to grow as the revenue trends are positive month over month.~~

Cost of revenue

The Company’s cost of revenue for the three months ended ~~December~~March 31, ~~2022~~2023 is $492,~~173~~021 and for the three months ended ~~December~~March 31, ~~2021~~2022 is $101,~~025~~881. This increase was primarily due to an overall increase in cost directly related to provision of catering member service solutions and service after acquisition of UPL.

General and administrative expenses

The Company’s general and administrative expenses for the three months ended ~~December~~March 31, ~~2022~~2023 is $73195,~~108~~529 and for the three months ended ~~December~~March 31, ~~2021~~2022 is $3146,~~374~~757. This increase is mainly due to the increase in impairment of earnest deposit, stock-based compensation and business service fee.

Professional fees

The Company’s professional fees for the three months ended ~~December~~March 31, ~~2022~~2023 is $1810,~~760~~062 and for the three months ended ~~December~~March 31, ~~2021~~2022 is $1720,~~468~~297.

Loss from operation

During the three months ended ~~December~~March 31, ~~2022~~2023 and ~~2021~~2022, the Company recorded loss from operation of $86186,~~784~~094 and $2241,~~450~~814, respectively. This increase is mainly due to the increase in general and administrative expenses ~~and professional fees~~.

Net loss

During the three months ended ~~December~~March 31, ~~2022~~2023 and ~~2021~~2022, the Company recognized net losses of $86170,~~459~~358 and $2241,~~440~~814, respectively arising from the above.

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Comparison for the ~~Six~~Nine Months Ended ~~December~~March 31, ~~2022~~2023 and ~~2021~~2022

	Six months ended December 31,
	Nine months ended March 31,
	2022			2021
	2023			2022
Revenue	$	~~254~~275,~~427~~945		$	6088,~~929~~050
Cost of revenue		(~~200~~202,~~436~~457	)		(1314,~~109~~990	)
Gross profit		5373,~~991~~488			4773,~~820~~060
General and administrative expenses		(~~155~~351,~~587~~116	)		(93140,~~257~~014	)
Professional fees		(3848,~~808~~870	)		(5070,~~355~~652	)
Loss from operation		(~~140~~326,~~404~~498	)		(95137,~~792~~606	)
Total other income		3854,~~375~~111			10
Income tax expense		-			-
NET LOSS	$	(~~102~~272,~~029~~387	)	$	(95137,~~782~~596	)

Revenues

During the ~~six~~nine months ended ~~December~~March 31, ~~2022~~2023, we have derived income of $~~254~~275,~~427~~945 (~~2021~~2022: $6088,~~929~~050). This increase was primarily due to an overall increase in revenue generated from the provision of catering member service solutions and service after acquisition of UPL. Management anticipates revenues to continue to grow as the revenue trends are positive month over month.

Cost of revenue

The Company’s cost of revenue for the ~~six~~nine months ended ~~December~~March 31, ~~2022~~2023 is $~~200~~202,~~436~~457 and for the ~~six~~nine months ended ~~December~~March 31, ~~2021~~2023 is $1314,~~109~~990. This increase was primarily due to an overall increase in cost directly related to provision of catering member service solutions and service after acquisition of UPL.

General and administrative expenses

The Company’s general and administrative expenses for the ~~six~~nine months ended ~~December~~March 31, ~~2022~~2023 is amounted to $~~155~~351,~~587~~116 and for the ~~six~~nine months ended ~~December~~March 31, ~~2021~~2022 is amounted to $93140,~~257~~014. This increase is mainly due to the increase in impairment of earnest deposit, stock-based compensation and increase in business service fee.

Professional fees

The Company’s professional fees for the ~~six~~nine months ended ~~December~~March 31, ~~2022~~2023 is amounted to $3848,~~808~~870 and for the ~~six~~nine months ended ~~December~~March 31, ~~2021~~2022 is amounted to $5070,~~355~~652.

Loss from operation

During the ~~six~~nine months ended ~~December~~March 31, ~~2022~~2023 and ~~2021~~2022, the Company recorded loss from operation of $~~140~~326,~~404~~498 and $95137,~~792~~606, respectively. This increase is mainly due to the increase in general and administrative expenses.

Net Loss

During the ~~six~~nine months ended ~~December~~March 31, ~~2022~~2023 and ~~2021~~2022, the Company ~~recognized~~reported ~~the~~ net ~~losses~~loss of $~~102~~272,~~029~~387 and $95137,~~782~~596, respectively arising from the above.

Liquidity and Capital Resources

At ~~December~~March 31, ~~2022~~2023, we had total current assets of $~~169~~70,~~564~~195 which consist of $1319,~~507~~642 in cash and cash equivalents, $~~848~~600 in accounts receivables, $18,~~519~~424 in deposits and prepayment, ~~$105,000 in earnest deposit~~ and $31,~~690~~529 in other receivables We had total current liabilities of $1,~~059~~101,~~375~~716, which consist of $734,~~669~~153 due to related parties, $8284,~~474~~370 in account payables and $~~242~~283,~~232~~193 in other payables and accrued liabilities.

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At June 30, 2022, we had total current assets of $192,399 which consist of $61,963 in cash and cash equivalents, $25,436 in prepayments and other receivables and $105,000 in earnest deposit. We had total current liabilities of $1,019,846, which consist of $597,192 due to a related party and $422,654 in other payables and accrued liabilities.

	Six months ended December 31,
	Nine months ended March 31,
	2022			2021
	2023			2022
Net cash used in operating activities	$	(~~172~~169,~~871~~156	)	$	(8683,~~213~~954	)
Net cash (used in) provided by investing activities		(10,~~061~~011	)		2,910
Net cash provided by financing activities		~~137~~136,~~477~~961			~~102~~115,~~986~~803

Net Cash Used In Operating Activities.

For the ~~six~~nine months ended ~~December~~March 31, ~~2022~~2023, net cash used in operating activities was $~~172~~169,~~871~~156, which consisted primarily of a net loss of $~~102~~272,~~029~~387, ~~depreciation of plant and equipment of $8,617,~~ a decrease in other payables and accrued liabilities of $~~105~~64,~~590~~629, an increase in prepayments and other receivables of $24,~~686~~525, increase in ~~other receivables of $24,686, increase in~~ accounts receivables of $~~848~~600 and gain on disposal of a subsidiary of $30,809. These were ~~offset~~reduced by non cash items such as depreciation of plant and equipment of $12,824 and impairment on earnest deposit of $105,000, stock-based compensation of $21,600 and an increase in accounts payable of $8284,~~424~~370.

For the ~~six~~nine months ended ~~December~~March 31, ~~2021~~2022, net cash used in operating activities was $8683,~~213~~954, which consisted primarily of a net loss of $95137,~~782,~~596 ~~depreciation~~and ofan ~~plant~~increase in prepayments and ~~equipment~~other receivables of $~~119~~27,434, anoffset ~~increase~~by innon ~~deposits~~cash item, depreciation of plant and ~~prepayments~~equipment of $24183,~~686~~ and ~~offset by~~ an increase in other payables and accrued liabilities of $3580,~~649~~893.

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) Provided By Investing Activities.

For the ~~six~~nine months ended ~~December~~March 31, ~~2022~~2023, net cash used in investing activities was $10,~~061~~011, which consisted primarily of cash outflow from disposal of a subsidiary of $304 and purchases of plant and equipment of $9,~~757~~707.

For the ~~six~~nine months ended ~~December~~March 31, ~~2021~~2022, net cash provided by investing activities was $2,910, which consisted ~~primarily~~from ofnet cash inflow from acquisition of a subsidiary of $3,064 ~~net~~ ofand ~~purchases~~offset by purchase of plant and equipment of $154.

Net Cash Provided By Financing Activity.

For the ~~six~~nine months ended ~~December~~March 31, ~~2022~~2023, net cash provided by financing ~~activities~~activity was $~~137~~136,~~477~~961, consisting primarily of advances from a director.

For the ~~six~~nine months ended ~~December~~March 31, ~~2021~~2022, net cash provided by financing activities was $~~102~~115,~~986,~~803 consisting primarily of advances from a director.

In the early stage of development, we have limited business activity to generate revenue 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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Going Concern

We have incurred net loss since our inception on March 19, 2014 through ~~December~~March 31, ~~2022~~2023 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, 2022 includes an explanatory paragraph regarding concerns about our ability to continue as a going concern, including additional information contained in the notes to our financial statements describing the circumstances leading to this disclosure. The financial statements do not include any adjustments that might result from the uncertainty about our ability to continue our business.

Recently Issued Accounting Pronouncements

See Note 4 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 unaudited condensed consolidated 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 for the year ended June 30, 2022, as amended. Management believes that there have been no changes in our critical accounting policies during the fiscal quarter ended ~~December~~March 31, ~~2022~~2023.

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.

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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~~March 31, ~~2022~~2023. In the meantime, management has appointed external consultants to minimize the risk and ascertain compliance with requirements.

Identified Material Weaknesses

A material weakness in our internal control over financial reporting is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the financial statements will not be prevented or detected.

During the year ended June 30, 2022 and the period ended ~~December~~March 31, ~~2022~~2023, 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, 2022 and ~~December~~March 31, ~~2022~~2023, 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.

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~~March 31, ~~2022~~2023, 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. For disclosure of Risk Factors related to the Company please see the section titled “Risk Factors” in our annual report on Form 10-K/A filed with the Commission originally on October 13, 2022 and as amended January 18, 2023.

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

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
10.1	Memorandum between Company and Union Patron Limited dated October 15, 2020	Filed as exhibit 10.1 to Form 8-K filed November 4, 2020
10.2	Agreement between Company and Splendor Radiant Limited	Filed as exhibit 10.2 to Form 8-K filed November 4, 2020
10.3	Memorandum between Ajia Systems Corporation Architecture Solution Limited and Union Patron Limited	Filed as exhibit 10.3 to Form 8-K filed November 4, 2020
10.4	Purchase and Sale Agreement of Jiayu Insurance Finance Limited dated June 29, 2021	Filed as exhibit 10.1 to Form 8-K filed July 2, 2021
10.5	Acquisition Agreement with Union Passenger Limited, dated June 23, 2022	Filed as exhibit 10.1 to Form 8-K filed July 25, 2022
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*	INLINE XBRL Instance Document	Filed herewith.
101.SCH*	INLINE XBRL Taxonomy Extension Schema Document	Filed herewith.
101.CAL*	INLINE XBRL Taxonomy Extension Calculation Linkbase Document	Filed herewith.
101.LAB*	INLINE XBRL Taxonomy Extension Labels Linkbase Document	Filed herewith.
101.PRE*	INLINE XBRL Taxonomy Extension Presentation Linkbase Document	Filed herewith.
101.DEF*	INLINE XBRL Taxonomy Extension Definition Linkbase Document	Filed herewith.
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)	File herewith.

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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 14, 2023	By:	/s/ Wong Kwai Lam
Dated: May 22, 2023	By:	/s/ Wong Kwai Lam
		Wong Kwai Lam, Chief Executive Officer (Principal Executive Officer)

Dated: February 14, 2023	By:	/s/ Wai Hing (Samuel) Lai
Dated: May 22, 2023	By:	/s/ Wai Hing (Samuel) Lai
		Wai Hing (Samuel) Lai, Chief Financial Officer (Principal Financial and Accounting Officer)

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