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                              June 29, 2022

       Wai Hing Lai
       Chief Financial Officer
       Ajia Innogroup Holdings, Ltd.
       187 E. Warm Springs Road, Suite B307
       Las Vegas, Nevada 89119

                                                        Re: Ajia Innogroup
Holdings, Ltd.
                                                            Annual Report on
Form 10-K
                                                            Filed September 28,
2021
                                                            File No. 333-206450

       Dear Mr. Lai:

              We have limited our review of your filing to the financial
statements and related
       disclosures and have the following comments. In some of our comments, we
may ask you to
       provide us with information so we may better understand your disclosure.

              Please respond to these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to these comments, we may have additional comments.

       Annual Report on Form 10-K filed September 28, 2021

       Item 1. Business, page 1

   1.                                                   Please disclose
prominently that you are not a Chinese operating company but an offshore
                                                        shell company,
incorporated in Nevada, with the majority of your operations conducted by
                                                        your subsidiaries based
in Hong Kong and China and that this structure involves unique
                                                        risks to investors.
   2.                                                   Provide prominent
disclosure about the legal and operational risks associated with being
                                                        based in or having the
majority of the company   s operations in China and Hong Kong.
                                                        Your disclosure should
make clear whether these risks could result in a material change in
                                                        your operations and/or
the value of your securities or could significantly limit or
                                                        completely hinder your
ability to offer or continue to offer securities to investors and
                                                        cause the value of such
securities to significantly decline or be worthless. Your disclosure
                                                        should address how
recent statements and regulatory actions by China   s government, such
                                                        as those related to the
use of variable interest entities and data security or anti-monopoly
 Wai Hing Lai
FirstName  LastNameWai
Ajia Innogroup Holdings, Hing
                         Ltd. Lai
Comapany
June       NameAjia Innogroup Holdings, Ltd.
     29, 2022
June 29,
Page  2 2022 Page 2
FirstName LastName
         concerns, have or may impact the company   s ability to conduct its
business, accept
         foreign investments, or list on a U.S. or other foreign exchange.
Please disclose whether
         your auditor is subject to the determinations announced by the PCAOB
on December 16,
         2021 and whether and how the Holding Foreign Companies Accountable Act
and related
         regulations will affect your company. This section should address, but
not necessarily be
         limited to, the risks highlighted in the forward-looking information
and Risk Factors
         sections.
3.       We note your chart on page 6 identifying your subsidiaries including
where they are
         domiciled and percentage of interest held. We also note your
disclosure about how you
         will refer to your Company and subsidiaries conducting the business
operations. Disclose
         clearly the entity in which investors are purchasing their interest.
4.       Provide a description of how cash is transferred through your
organization. Quantify any
         cash flows and transfers of other assets by type that have occurred
between the shell
         company and its subsidiaries, and direction of transfer. Quantify any
dividends or
         distributions that a subsidiary has made to the parent company and
which entity made
         such transfer, and their tax consequences. Similarly quantify
dividends or distributions
         made to U.S. investors, the source, and their tax consequences.
Describe any restrictions
         on foreign exchange and your ability to transfer cash between
entities, across borders, and
         to U.S. investors. Describe any restrictions and limitations on your
ability to distribute
         earnings from your businesses, including subsidiaries, to the parent
company and U.S.
         investors. Provide cross-references to the consolidated financial
statements.
5.       Please amend your disclosure here and in the summary risk factors and
risk factors
         sections to state that, to the extent cash in the business is in the
PRC/Hong Kong or a
         PRC/Hong Kong entity, the funds may not be available to fund
operations or for other use
         outside of the PRC/Hong Kong due to interventions in or the imposition
of restrictions
         and limitations on the ability of you and your subsidiaries by the PRC
government to
         transfer cash.
6.       To the extent you have cash management policies that dictate how funds
are transferred
         between you, your subsidiaries and investors, summarize the policies
and disclose the
         source of such policies (e.g., whether they are contractual in nature,
pursuant to
         regulations, etc.); alternatively, state that you have no such cash
management policies that
         dictate how funds are transferred.
7.       Please revise to disclose the risks that your corporate structure and
being based in or
         having the majority of the company   s operations in China poses to
investors. For
         example, specifically discuss risks arising from the legal system in
China, including risks
         and uncertainties regarding the enforcement of laws and that rules and
regulations in
         China can change quickly with little advance notice; and the risk that
the Chinese
         government may intervene or influence your operations at any time, or
may exert more
         control over offerings conducted overseas and/or foreign investment in
China-based
         issuers, which could result in a material change in your operations
and/or the value of
 Wai Hing Lai
FirstName  LastNameWai
Ajia Innogroup Holdings, Hing
                         Ltd. Lai
Comapany
June       NameAjia Innogroup Holdings, Ltd.
     29, 2022
June 29,
Page  3 2022 Page 3
FirstName LastName
         your securities. Acknowledge any risks that any actions by the Chinese
government to
         exert more oversight and control over offerings that are conducted
overseas and/or foreign
         investment in China-based issuers could significantly limit or
completely hinder your
         ability to offer or continue to offer securities to investors and
cause the value of such
         securities to significantly decline or be worthless.
8.       We note your disclosure on page 8 regarding licenses required from the
Hong Kong
         authority. Disclose each permission or approval that you or your
subsidiaries are required
         to obtain from Chinese authorities to operate your business and to
offer your securities to
         foreign investors. State whether you or your subsidiaries are covered
by permissions
         requirements from the China Securities Regulatory Commission (CSRC),
Cyberspace
         Administration of China (CAC) or any other governmental agency that is
required to
         approve your operations, and state affirmatively whether you have
received all requisite
         permissions or approvals and whether any permissions or approvals have
been denied. In
         doing so, explain how you arrived at your conclusion and the basis for
your conclusion.
         Please also describe the consequences to you and your investors if you
or your
         subsidiaries: (i) do not receive or maintain such permissions or
approvals, (ii)
         inadvertently conclude that such permissions or approvals are not
required, or (iii)
         applicable laws, regulations, or interpretations change and you are
required to obtain such
         permissions or approvals in the future.
9.       Disclose that trading in your securities may be prohibited under the
Holding Foreign
         Companies Accountable Act if the PCAOB determines that it cannot
inspect or investigate
         completely your auditor, and that as a result an exchange may
determine to delist your
         securities. Disclose whether your auditor is subject to the
determinations announced by
         the PCAOB on December 16, 2021.
Item 1A. Risk Factors, page 8

10.      Given the Chinese government   s significant oversight and discretion
over the conduct of
         your business, please revise to highlight separately the risk that the
Chinese government
         may intervene or influence your operations at any time, which could
result in a material
         change in your operations and/or the value of your shares. Also, 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,
         acknowledge the risk that any such action could significantly limit or
completely hinder
         your ability to offer or continue to offer securities to investors and
cause the value of such
         securities to significantly decline or be worthless.
11.      In light of recent events indicating greater oversight by the
Cyberspace Administration of
         China (CAC) over data security, particularly for companies seeking to
list on a foreign
         exchange, please revise your disclosure to explain how this oversight
impacts your
         business and to what extent you believe that you are compliant with
the regulations or
         policies that have been issued by the CAC to date.
 Wai Hing Lai
Ajia Innogroup Holdings, Ltd.
June 29, 2022
Page 4

       In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.

       You may contact Jennie Beysolow at 202-551-8108 or Mara Ransom at
202-551-3264
with any questions.



FirstName LastNameWai Hing Lai                            Sincerely,
Comapany NameAjia Innogroup Holdings, Ltd.
                                                          Division of
Corporation Finance
June 29, 2022 Page 4                                      Office of Trade &
Services
FirstName LastName