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, 2021 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, 2021, filed with the Securities and Exchange Commission (the "SEC") on September 28, 2021.





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

Corporate Background- Recent Business Development

Ajia Innogroup Holdings, LTD. (the "Company") was incorporated in the State of Nevada on March 19, 2014, and our fiscal year end is June 30. The Company's administrative address is 187 E. Warm Springs Road, Suite B307, Las Vegas, Nevada 89119. The telephone number is: (702) 360-0652.






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In June 2021, the Company 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 policies, to designated clients asset growth purposes with complied tax solutions, which include the followings:-





    ·   compliant US private placement life insurance ("PPLI"), a form of cash
        value universal life insurance that is offered privately;

    ·   universal life ("UL"), a permanent life insurance that has an investment
        savings element and low premiums similar to those of term life insurance,
        and

    ·   indexed universal life ("IUL") allows the policy-holder to allocate cash
        value amounts to either a fixed or equity index account

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.

In 2021, Guangzhou Shengjia Trading Co., Ltd ("GST"), the Company's subsidiary, 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. The Company entered into agreement with a travel agency to use this Easy Picture App, however, the business has not commenced due to COVID-19 and resulting closure of travel.

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         Islands, a limited    Investment holding    share of US$1
Limited         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 service   HK$100

Guangzhou The PRC, a limited Provision of mobile HK$1,000,000 100% Shengjia liability company app back-end Trading Co.,

                          support service
Ltd

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

Tangent Asia    Hong Kong, a          Provision of money
Pacific         limited liability     lending business      10,000 ordinary
Finance         company                                     shares for
Limited                                                     HK$10,000         51%

JiaYu           Hong Kong, a          Provision of          2,500,000
Insurance       limited liability     Insurance agency      ordinary shares
Finance         company               service               for
Limited                                                     HK$2,500,000      51%

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






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Business Plan

Jia Yu Insurance Finance limited

The Company's insurance brokerage firm, Jia Yu Insurance Finance limited ("Jiayu"), in which Ajia Corporate owns 51% interest, is a licensed brokerage firm in Hong Kong. Jiayu's primary goal is to provide local lump sum large premium universal life & annuity assurance policies, and offshore insurance products (both life and n on-life), which include compliant US, Canada, UK and Australia PPLI, UL, and IUL policies, to the designated high net worth clients for asset growth purposes (as well as other commercial reasons and purposes).





Introduction

Jiayu Insurance Finance Limited was established in 2014 with the goal of providing professional insurance services to target newly arrived immigrants. Because of the rapid changes in the insurance brokerage market in recent years, we have invited former eminent insurance industry experts to join, with the direction of expanding the international market for life insurance from onshore and offshore insurers, as well as professional general insurance.

Our Hong Kong license number is FB1699 which under register of Licensed Insurance Intermediaries (Firm) by Insurance Authority in Hong Kong.






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Products and Services



Life Insurance

Jiayu offers full range of private placement life insurance (PPLI) products and services. Advantage PPLI policies provide clients with bespoke solutions to inter-generational wealth transfer, estate planning, business succession and charitable giving needs.

General Insurance

Jiayu's Business Insurance group specializes in the creation of customized risk finance, risk protection and risk transfer solutions for small and medium-sized businesses using captive insurers and other alternative risk transfer methods.

Offshore Life Insurance

Jiayu offers full range of private placement life insurance (PPLI) products with bespoke investment funds and services. Advantage PPLI policies provide clients with bespoke solutions to inter-generational wealth transfer, estate planning, business succession and charitable giving needs.





Results of Operations

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

During the three months ended March 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.

As of March 31, 2022, we suffered from a working capital deficit of $387,216. 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 March 31, 2022, compared to March 31, 2021:





                                         Three months ended March 31,
                                           2022                 2021

Revenue                               $       27,121       $       36,209
Cost of revenue                               (1,881 )             (6,507 )
Gross profit                                  25,240               29,702
General and administrative expenses          (46,757 )            (52,788 )
Professional fees                            (20,297 )            (13,755 )
Loss from operation                          (41,814 )            (36,841 )
Total other income                                 -                    -
Income tax expense                                 -                    -
NET LOSS                              $      (41,814 )     $      (36,841 )





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Revenues

During the three months ended March 31, 2022, we have derived income of $27,121 (2021: $36,209). This decrease was primarily due to an overall decrease in monthly sales from the maintenance service from the catering system sales. Management anticipates revenues to continue to grow as the revenue trends are positive month over month.

General and administrative expenses

The Company's general and administrative expenses for the three months ended March 31, 2022 is $46,757 and for the three months ended March 31, 2021 is $52,788.





Professional fees

The Company's professional fees for the three months ended March 31, 2022 is $20,297 and for the three months ended March 31, 2021 is $13,755.





Loss from operation

During the three months ended March 31, 2022 and 2021, the Company recorded loss from operation of $41,814 and $36,841, respectively.





Net Loss

During the three months ended March 31, 2022 and 2021, the Company recognized net losses of $41,814 and $36,841, respectively.

Comparison for the Nine Months Ended March 31, 2022 and 2021





                                        Nine months ended March 31,
                                           2022               2021

Revenue                               $       88,050       $    72,431
Cost of revenue                              (14,990 )          (6,507 )
Gross profit                                  73,060            65,924
General and administrative expenses         (140,014 )        (115,854 )
Professional fees                            (70,652 )         (52,458 )
Loss from operation                         (137,606 )        (102,388 )
Total other income                                10             9,052
Income tax expense                                 -                 -
NET LOSS                              $     (137,596 )     $   (93,336 )





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Revenues

During the nine months ended March 31, 2022 we have derived income of $88,050 (2021: $72,431). This increase was primarily due to an overall increase in monthly sales from the maintenance service from the catering system sales and growth in insurance brokerage transactions. Management anticipates revenues to continue to grow as the revenue trends are positive month over month

General and administrative expenses

The Company's general and administrative expenses for the nine months ended March 31, 2022 is amounted to $140,014 and for the nine months ended March 31, 2021 is amounted to $115,854. This increase is due to the increase in the payroll headcount.





Professional fees

The Company's professional fees for the nine months ended March 31, 2022 is amounted to $70,652 and for the nine months ended March 31, 2021 is amounted to $52,458.





Net Loss

During the nine months ended March 31, 2022 and 2021, the Company recognized the net losses of $137,596 and $93,336, respectively.

Liquidity and Capital Resources

At March 31, 2022, we had total current assets of $174,989 which consists of $40,180 in cash, $2,823 in accounts receivables, $26,986 in deposits and prepayment and $105,000 earnest deposit. We had total current liabilities of $623,463, which consist of $190,102 due to related party and $433,361 in other payables and accrued liabilities.





                                                Nine months ended March 31,
                                                 2022                 2021

Net cash used in operating activities $ (83,954 ) $ (22,092 ) Net cash provided by investing activities

            2,910                   --
Net cash provided by financing activities          115,803               20,524

Net Cash Used In Operating Activities.

For the nine months ended March 31, 2022, net cash used in operating activities was $83,954, which consisted primarily of a net loss of $137,596, depreciation of plant and equipment of $183, offset by an increase in prepayments and other receivables of $27,434 and an increase in other payables and accrued liabilities of $80,893.

For the nine months ended March 31, 2021, net cash used in operating activities was $22,092, which consisted primarily of a net loss of $93,336, depreciation of plant and equipment of $171, an increase in prepayment and other receivables of $117, offset by a decrease in accounts receivable of $3,871 and an increase in other payables and accrued liabilities of $67,085.

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.






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Net Cash Provided By Investing Activities.

For the nine months ended March 31, 2022, net cash provided by investing activities was $2,910, which consisted from acquisition of a subsidiary of $3,064 and offset by purchase of plant and equipment of $154.

For the nine months ended March 31, 2021, there is no net cash provided by investing activities.

Net Cash Provided By Financing Activities.

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

For the nine months ended March 31, 2021, net cash provided by financing activities was $20,524 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.





Going Concern

We have incurred net loss since our inception on March 19, 2014 through March 31, 2022 totaling $967,801 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. In addition, with respect to the ongoing and evolving coronavirus (COVID-19) outbreak, which was designated as a pandemic by the World Health Organization on March 11, 2020, the outbreak has caused substantial disruption in international economies and global trades and if repercussions of the outbreak are prolonged, could have a significant adverse impact on our business. Given the addition political and public health challenges, our ability to obtain external financing or financing from existing shareholders to fund our working capital needs has been materially and adversely impacted, and there can be no assurance that we will be able to raise such additional capital resources on satisfactory terms. 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.

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 consolidated condensed financial statements requires us to make estimates and judgements that affect the reported amounts of assets, liabilities, revenue, expenses and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to areas that require a significant level of judgment or are otherwise subject to an inherent degree of uncertainty. Significant accounting estimates in these financial statements include but are not limited to accounting for depreciation and amortization, current and deferred income taxes, deferred costs, accruals and contingencies, carrying value of goodwill and intangible assets, collectability of notes receivable, the fair value of common stock and the estimated fair value of stock options and warrants. We base our estimates on historical experience, our observance of trends in particular areas, and information or valuations and various other assumptions that we believe to be reasonable under the circumstances and which form the basis for making judgments about the carrying value of assets and liabilities that may not be readily apparent from other sources. Actual amounts could differ significantly from amounts previously estimated. For a discussion of our critical accounting policies, refer to Part I, item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our annual report on Form 10-K for the year ended June 30, 2021. Management believes that there have been no changes in our critical accounting policies during the fiscal quarter ended March 31, 2022.






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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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