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





Overview


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





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




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




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




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



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

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






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Comparison of the Years Ended June 30, 2020 and 2019

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

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

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





                                        Years ended June 30,
                                         2020           2019

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




Revenues


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





Operating Expenses


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





Total Other Income


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





Net Loss


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






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Liquidity and Capital Resources

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

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





                                              Years Ended June 30,
                                               2020           2019

Net cash used operating activities $ (44,151 ) $ (252,496 ) Net cash used in investing activities

             (169 )            -

Net cash provided by financing activities $ 20,194 $ 283,429

Net Cash Used In Operating Activities.

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

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

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

Net Cash Used In Investing Activities.

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

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

Net Cash Provided By Financing Activities.

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

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

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






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Cash Requirements /Future Financing

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

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

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

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

Off-Balance Sheet Arrangements

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

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





Office


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





Critical Accounting Policies


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





Revenue recognition


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

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

The Company recognizes revenues on sales of its services, based on the terms of the customer agreement. The customer agreement takes the form of either a contract or a customer purchase order and each provides information with respect to the service being sold and the sales price. If the customer agreement does not have specific delivery or customer acceptance terms, revenue is recognized at the time the service is provided to the customer. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:





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



Comprehensive income or loss

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






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Foreign currencies translation

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

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

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

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





                                          2020         2019
Year-end HK$:US$1 exchange rate           7.7506       7.8139

Annual average HK$:US$1 exchange rate 7.7947 7.8405 Year-end RMB:US$1 exchange rate

           7.0712       6.8680

Annual average RMB:US$1 exchange rate 7.0325 6.8239






Contractual Obligations


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

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