UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~April~~July 125, 2022 (June 30, 2022)

AJIA INNOGROUP HOLDINGS, ~~Ltd~~LTD. (Exact name of Registrant as specified in its charter)

Nevada	~~000~~333-~~1650739~~206450	82-1063313
(State or other jurisdiction ofincorporation)	(Commission FileNumber)	(IRS Employer Identification No.)
(State or other jurisdictionof incorporation)	(CommissionFile Number)	(IRS EmployerIdentification No.)

~~1980~~187 ~~Festival~~E. ~~Plaza~~Warm ~~Drive~~Springs Road, Suite ~~530~~B307

Las Vegas, Nevada ~~89135~~89119

(Address of principal executive offices, including zip code)

(702) 360-0652

(Registrant's telephone number, including area code)

____________________________________________________

(Former Name or former address if changed from last report.)

Check the appropriate box below if the 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

☐ Written ~~communications~~communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c)).

~~Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the~~ Securities ~~Act~~registered ofpursuant ~~1933~~to ~~(17~~Section ~~CFR §230.405~~12(b) ~~or Rule 12b-2~~ of the ~~Securities Exchange~~ Act ~~of 1934 (17 CFR §240.12b-2).~~:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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~~Item by1.01 ~~check~~Entry ~~mark~~into ~~whether the registrant is~~ a ~~shell~~Material ~~company~~Definitive ~~(as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No~~Agreement

~~Item~~On ~~5.02~~June ~~Appointment~~23, 2022, Ajia Innogroup Holdings Limited (the “Company”), entered into an Acquisition Agreement (“Agreement”) with Union Passenger Limited, a company incorporated under the laws of ~~Executive~~Hong ~~Director~~Kong (“Union”), pursuant to which the Company 1) acquired 100% of the outstanding shares of Union, and ~~Independent~~2) has agreed to appoint Union as its exclusive partner for the promotion of Company’s catering, services and ~~Non-Executive~~total ~~Director~~solutions for restaurants in Asia (“Products”). Pursuant to the Agreement, the Company and Union shall share in 100% of the profits and losses of the offering of Products to third party customers which are introduced by Union. Based upon valuation conducted by a third party independent valuer, Ajia issued an aggregate 8,000,000 restricted share of Company common stock (valued at $0.60 per share/USD $4,800,000/HK$37,440,000) to Union shareholders as full consideration for the 100% interest in Union.

OnThe ~~April~~Board 1,of ~~2022~~the ~~Mr.~~Company ~~Kwai~~approved ~~Lam~~entry ~~Wong~~into ~~(Mr~~the Agreement on June 23, 2022. ~~Wong)~~The ~~was~~transaction ~~appointed~~closed ason ~~the~~July ~~Company’s~~7, ~~Executive~~2022, ~~Director~~having ~~and~~an ~~President~~effective ~~and~~date ~~Chief~~of ~~Executive~~June ~~Officer~~30, ~~(CEO)~~2022. ~~Mr.~~ ~~Kin~~Upon ~~Chung~~completion ~~TAM~~of ~~(Mr.~~the ~~Tam)~~Acquisition ~~was~~contemplated ~~appointed~~by the Agreement, Union is owned as to 100% by the Company’s ~~Independent~~ and ~~Non-Executive~~became ~~Director.~~a Inan ~~order~~direct towholly-owned ~~improve~~subsidiary of the Company’s, ~~business~~and ~~operations~~the ~~and~~financial ~~marketing~~results ~~strages~~of Union will be consolidated with the financial results of the Company.

~~Mr.~~The ~~Zhi~~foregoing ~~Qiang~~description ~~Liang~~of ~~concurrently resigned~~the ~~from~~Agreement is qualified in its entirety by reference to the ~~position~~Agreement, ofwhich ~~Executive~~is ~~Director~~attached ~~and~~hereto ~~President~~as ~~with this appointment~~Exhibit 10.1 and incorporated herein by reference.

~~Mr. Kwok Fai YIP, Thomas (Mr. Yip) concurrently resigned from the position of Executive Director and Chief Executive Officer (CEO).~~ 2

~~Mr.~~Item ~~Hung Hin Leung (Mr~~2.01 ~~Leung)~~Completion ~~concurrently resigned~~of ~~from~~Acquisition ~~the~~or ~~position~~Disposition of ~~Independent and Non-Executive Director~~Assets.

~~With~~The ~~this~~information ~~reorganization~~provided ofin ~~the~~response ~~Board~~to ~~composition,~~Item Mr1.01 ~~Wong~~of ~~shall~~this ~~devote~~report ~~more~~is ~~time~~incorporated ~~and~~by ~~efforts~~reference ininto ~~the~~this ~~Company’s~~Item ~~operations~~2. ~~Thereby, the Board believes that the above restructurings will enhance the Company’s capabilities to expand the Company’s businesses and enhance its profitability in future~~01.

~~Mr.~~Item ~~Wong, 61, obtaining Doctorate of Philosophy at the University of California, Los Angeles, Mr~~3.02 ~~Wong has~~Unregistered ~~had~~Sales ~~over 30 years~~ of ~~experience~~Securities ~~working~~Convertible ~~and~~or ~~leading~~Exercisable ~~the~~into ~~media~~Equity ~~sector in Hong Kong, Toronto, and Vancouver~~Securities. ~~In the mid 1970’s, Mr. Wong gained further proficiency training in presentation techniques with the National Broadcasting School in England.~~

MrThe information set forth in Item 1.01 ~~Wong~~ above is aincorporated ~~professional~~by ~~public~~reference ~~speaker~~into ~~and~~this ~~trainer,~~Item ~~with~~3.02. ~~courses~~All ~~specializing~~securities inissued ~~sales~~pursuant ~~and~~to ~~communication~~the ~~skills,~~Union ~~human~~Agreement ~~relationships,~~were ~~and~~issued ~~crisis~~in ~~management. He~~a ~~has~~transaction ~~conducted~~exempt ~~seminars~~from ~~and~~registration ~~workshops~~pursuant ~~for~~to ~~many~~Section ~~organizations~~4(a)(2) ~~and~~of ~~education~~the ~~institutes~~Securities inAct ~~Hong~~of ~~Kong~~1933. ~~including~~The ~~the~~shares ~~Mass~~issuable ~~Transit~~under ~~Railway~~the ~~(MTR),~~Agreement ~~Hong~~have ~~Kong~~not ~~Television~~been ~~Broadcasting Ltd. (TVB), Hong~~registered ~~Kong~~under ~~Jockey~~the ~~Club, Hong~~Securities ~~Kong~~Act and ~~Shanghai~~may ~~Bank~~not ~~(HSBC),~~be ~~Bank~~offered ofor ~~China,~~sold ~~Cathay~~in ~~Pacific~~the ~~Airways~~United ~~Ltd., Hong~~States ~~Kong~~absent ~~University, various~~registration ~~government~~or ~~departments~~an ~~including~~applicable ~~the~~exemption ~~Hong~~from ~~Kong~~registration ~~Police~~requirements ~~and~~The ~~Hong~~Agreement ~~Kong~~did ~~Customs~~not ~~and~~involve ~~Excise~~a ~~Department~~public offering, ~~and~~the ~~numerous~~sale ~~other~~of ~~organizations~~the insecurities ~~the~~was ~~insurance~~made without general solicitation or advertising, there was no underwriter, and ~~real~~no ~~estate~~underwriting ~~industries~~commissions were paid.

InItem ~~1982, Mr~~9.01 ~~Wong founded~~Financial ~~the~~Statements ~~Hong Kong COMMA Society, which is an association formed with many notable public figures in Hong Kong focusing on the art of public speaking~~ and ~~interpersonal communication~~Exhibits. Since then, Mr. Wong has published a score of books dealing with topics such as interpersonal relationships, positive lifestyles, personal growth, the art of public speaking, and crisis management. Dr. Wong also regularly publishes articles in the newspapers and magazines in Hong Kong.

~~Mr.~~(d) ~~Wong is widely known for his dynamic speeches and rich training and lecture experience~~Exhibits. ~~He now mostly does corporate training and consulting for large firms in Hong Kong.~~

Mr. Tam, 32, possess bachelor Degree from Victoria University of Wellington New Zealand since 2014. He is handle on market development, promotion, operation and management for long time. Nowadays, he is founder Brand Production Limited in Hong Kong and director Create Sth Marketing Limited in Hong Kong, lead the Company to profitable growth for 3 years.

Exhibit No.		Description

10.1		Acquisition Agreement with Union Passenger Limited, dated June 23, 2022
104		Cover Page Interactive Data File (embedded within the Inline XBRL Document)

~~Mr. Tam was invited to join the senior executive team of GoFun Group since 2018, and contributed his valuable marketing and management experience to the Group.~~3

2SIGNATURE

~~Item~~Pursuant ~~4.01~~to ~~Change~~the Inrequirements ~~Registrant’s~~of ~~Certifying~~the ~~Accountant~~Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

The Board of Directors of AJIA. (the "Company"), acting as the Company’s Audit Committee, announces that it has appointed J&S Associate (“J&S”) as the Company’s independent auditor for the 2022 fiscal year ending June 30, 2022, replacing TOTAL ASIA ASSOCIATES PLT. (“TATP”). J&S’s address is Unit B2-2-2 Solaris Dutamas 1, Jalan Dutamas 1, 50480, Kuala Lumpur, Malaysia.



By:	/s/ Elaine Wan Yin Ling
	Title: Director, Secretary and Treasurer
	Dated: July 25, 2022

This action effectively terminates the Company's engagement of TATP for the fiscal year ending June 30, 2022. Through the date of this Form 8-K, there have been no disagreements with TATP on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements if not resolved to TATP’s satisfaction would have caused them to make reference to the subject matter of the disagreement in connection with their reports. For the year ended June 30, 2021 and 2022 and through the date of this Form 8-K, there were no "reportable events" as that term is described in Item 304(a)(1)(v) of Regulation S-K.4

The Company has provided TATP with a copy of this form 8-K and the Company has requested that TATP furnish a letter addressed to the Commission stating whether they agree with the statements above.

For the years ended June 30, 2021 and 2022 and through the date of this form 8-K, neither the Company nor anyone acting on the Company's behalf consulted J&S with respect to the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's consolidated financial statements, or any other matters or reportable events as defined in Item 304(a)(2)(i) and (ii) of Regulation S-K. J&S has been asked to review this disclosure and J&S has been provided an opportunity to furnish a letter to the SEC containing any new information, clarification, or disagreement with the statements made herein.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

By:	/s/ Elaine Wan Yin Ling
Title:	Director, Secretary and Treasurer
Date:	04-01-2022

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