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.
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:
Particulars of
Place of Principal issued/
incorporation activities registered Effective
and kind of and place of share interest
Name legal entity operation capital Held
Splendor British Virgin 1 ordinary 100%
Radiant Limited Islands, a limited Investment holding share of US$1
liability company each
Ajia Creative Hong Kong, a Provision of food
Holdings limited liability and beverage sales 100 ordinary 100%
Limited company system setup and shares for
maintenance HK$100
service
Ajia Corporate Provision of money
Systems Hong Kong, a lending, insurance
Architecture limited liability brokerage and 10,000
Solution company business ordinary
Limited development shares of
trustee service HK$10,000 51%
Union Passenger Hong Kong, a Provision of
Limited limited liability catering member
company service solutions 1,000 ordinary
and service shares for
platform HK$1,000 100%
AJIA and its subsidiaries are hereinafter referred to as (the "Company").
Investors can only purchase equity solely 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.
As 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 20 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 Annual Report on Form 10-K, 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 31, 2022 and 2021
During the three months ended December 31, 2022 and 2021, 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.
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As of December 31, 2022, we suffered from a working capital deficit of
$889,811. 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 three months
ended December 31, 2022, compared to December 31, 2021:
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 31, 2022, we have derived income of
$54,527 (2021: $36,417). This increase was primarily due to an overall increase
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 31, 2022 is
$49,173 and for the three months ended December 31, 2021 is $10,025. 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 31, 2022 is $73,108 and for the three months ended December 31, 2021 is
$31,374. This increase is mainly due to the increase in business service fee
Professional fees
The Company's professional fees for the three months ended December 31, 2022 is
$18,760 and for the three months ended December 31, 2021 is $17,468.
Loss from operation
During the three months ended December 31, 2022 and 2021, the Company recorded
loss from operation of $86,784 and $22,450, 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 31, 2022 and 2021, the Company recognized
net losses of $86,459 and $22,440, respectively arising from the above.
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Comparison for the Six Months Ended December 31, 2022 and 2021
Six months ended
December 31,
2022 2021
Revenue $ 254,427 $ 60,929
Cost of revenue (200,436 ) (13,109 )
Gross profit 53,991 47,820
General and administrative expenses (155,587 ) (93,257 )
Professional fees (38,808 ) (50,355 )
Loss from operation (140,404 ) (95,792 )
Total other income 38,375 10
Income tax expense - -
NET LOSS $ (102,029 ) $ (95,782 )
Revenues
During the six months ended December 31, 2022 we have derived income of $254,427
(2021: $60,929). This increase was primarily due to an overall increase 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 six months ended December 31, 2022 is
$200,436 and for the six months ended December 31, 2021 is $13,109. 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 months ended
December 31, 2022 is amounted to $155,587 and for the six months ended December
31, 2021 is amounted to $93,257. This increase is mainly due to the increase in
business service fee.
Professional fees
The Company's professional fees for the six months ended December 31, 2022 is
amounted to $38,808 and for the six months ended December 31, 2021 is amounted
to $50,355.
Loss from operation
During the six months ended December 31, 2022 and 2021, the Company recorded
loss from operation of $140,404 and $95,792, respectively. This increase is
mainly due to the increase in general and administrative expenses.
Net Loss
During the six months ended December 31, 2022 and 2021, the Company recognized
the net losses of $102,029 and $95,782, respectively arising from the above.
Liquidity and Capital Resources
At December 31, 2022, we had total current assets of $169,564 which consist of
$13,507 in cash and cash equivalents, $848 in accounts receivables, $18,519 in
deposits and prepayment, $105,000 in earnest deposit and $31,690 in other
receivables We had total current liabilities of $1,059,375, which consist of
$734,669 due to related parties, $82,474 in account payables and $242,232 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,
2022 2021
Net cash used in operating activities $ (172,871 ) $ (86,213 )Net cash (used in) provided by investing activities (10,061 ) 2,910
Net cash provided by financing activities
137,477 102,986
Net Cash Used In Operating Activities.
For the six months ended December 31, 2022, net cash used in operating
activities was $172,871, which consisted primarily of a net loss of $102,029,
depreciation of plant and equipment of $8,617, a decrease in other payables and
accrued liabilities of $105,590, an increase in prepayments and other
receivables of $24,686, increase in other receivables of $24,686, increase in
accounts receivables of $848 and gain on disposal of a subsidiary of $30,809.
These were offset by an increase in accounts payable of $82,424.
For the six months ended December 31, 2021, net cash used in operating
activities was $86,213, which consisted primarily of a net loss of $95,782,
depreciation of plant and equipment of $119, an increase in deposits and
prepayments of $24,686 and offset by an increase in other payables and accrued
liabilities of $35,649.
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 months ended December 31, 2022, net cash used in investing
activities was $10,061, which consisted primarily of cash outflow from disposal
of a subsidiary of $304 and purchases of plant and equipment of $9,757.
For the six months ended December 31, 2021, net cash provided by investing
activities was $2,910, which consisted primarily of cash from acquisition of a
subsidiary of $3,064 net of purchases of plant and equipment of $154.
Net Cash Provided By Financing Activity.
For the six months ended December 31, 2022, net cash provided by financing
activities was $137,477, consisting primarily of advances from a director.
For the six months ended December 31, 2021, net cash provided by financing
activities was $102,986, 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
31, 2022 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 31, 2022.
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.
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