UNITED STATES

SECURITIES
AND EXCHANGE COMMISSION

WASHINGTON,
D.C. 20549

_______________



FORM
10-Q/A

(Amendment
#1)



☑QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934



For
the quarterly period ended March 31, 2017



☐TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934



For
the transition period from ______ to _______



Commission
File Number 000-53737



AJ
GREENTECH HOLDINGS, LTD.

(Exact
name of registrant as specified in its charter)



Nevada

(State
of incorporation)



136-20
38th Ave. Unit 3G

Flushing,
NY 11354

(Address
of Principal Executive Offices)

_______________

718-395-8706

(Issuer
Telephone number)

_______________



Check
whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding
12 months (or for suchshorter period that the issuer was required to file such reports), and (2)has been subject to such filing
requirements for the past 90 days. Yes☑No☐



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive
Data File required to besubmitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that theregistrant was required to submit and post such files).Yes☑No☐



Indicate
by check mark whether the registrant is a larger accelerated filer, an accelerated filer, or a non-accelerated filer. See definition
of "accelerated filer andlarge accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one)



|Large
    accelerated filer☐ | Accelerated
    filer☐        
|---------------------------- | ------------------------------
|Non-accelerated
    filer☐   | Smaller
    reporting company☑



Indicate
by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act. Yes☐No☑



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. ☐



At March
31, 2017, there were 58,985,937 shares of the registrant's common stock issued and outstanding.









EXPLANATORY
NOTE

Sino
United Worldwide Consolidated Ltd., formerly known as AJ Greentech Holdings Ltd., is filing this Amendment No. 1 on Form 10-Q/A
for the period ended March 31, 2017, to amend and restate financial statements and other financial information on the Company’s
Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, as filed with the Securities and Exchange Commission (the
“SEC”) on May 16, 2017 (the “Original Filing”).



The purpose
of this Amendment No. 1 on Form 10-Q/A is to amend the financial statements of the Company’s operating subsidiary that
was not originally accounted for correctly in the initial filing of form 10Q.  For convenience and ease of reference, the
Company is filing this Form 10-Q/A in its entirety with all applicable changes and unless otherwise stated, all information contained
in this amendment is as of May 16, 2017, the filing date of the Original Filing. Except as stated herein, this Form 10-Q/A does
not reflect events or transactions occurring after such filing date or modify or update those disclosures in the original Form
10-Q that may have been affected by events or transactions occurring subsequent to such filing date.





AJ GREENTECH
HOLDINGS, LTD.



FORM
10-Q



March
31, 2017



INDEX





PART
I-- FINANCIAL INFORMATION



|Item
    1. | Financial
    Statements                                                                   | 3 
|----------- | ------------------------------------------------------------------------------------------ | --
|Item
    2. | Management’s
    Discussion and Analysis of Financial Condition and Results of Operations. | 17
|Item
    3. | Quantitative
    and Qualitative Disclosures About Market Risk                             | 20
|Item
    4. | Control
    and Procedures                                                                 | 20



PART
II-- OTHER INFORMATION



|Item
    1. | Legal
    Proceedings                                           | 22
|----------- | --------------------------------------------------------------- | --
|Item
    2. | Unregistered
    Sales of Equity Securities and Use of Proceeds | 22
|Item
    3. | Defaults
    Upon Senior Securities                             | 22
|Item
    4. | Mine
    Safety Disclosures.                                    | 22
|Item
    5. | Other
    Information.                                          | 22
|Item
    6. | Exhibits                                                        | 22
|SIGNATURES  | 23                                                             











AJ Greentech
Holdings, Ltd.

Index
to the consolidated financial statements



|Contents                                                                                                                    | Page(s)
|--------------------------------------------------------------------------------------------------------------------------- | -------
|Unaudited
    Consolidated Balance Sheets at March 31, 2017 (Restated) and December 31, 2016                                | F-2    
|Unaudited
    Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2017 (Restated) and 2016 | F-3    
|Unaudited
    Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2017 (Restated) and 2016           | F-4    
|Notes
    to the Consolidated Financial Statements (Restated) (Unaudited)                                                   | F-5    





F-1









|AJ Greentech Holdings, Ltd.                                                                                                                                                 
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Consolidated Balance Sheets                                                                                                                                                 
|(Unaudited)                                                                                                                                                                 
|                                                                                                                                                                            
|                                                                                                                                                                            
|ASSETS                                                                                                                                                                      
|Current Assets                                                                                                                                                              
|Cash                                                                                                                                                                        
|Short-term investments                                                                                                                                                      
|Accounts receivable, net                                                                                                                                                    
|Inventories                                                                                                                                                                 
|Other current assets                                                                                                                                                        
|Total Current Assets                                                                                                                                                        
|                                                                                                                                                                            
|Property, plant and equipment, net                                                                                                                                          
|Intangible Assets, net                                                                                                                                                      
|Other assets                                                                                                                                                                
|Total Assets                                                                                                                                                                
|                                                                                                                                                                            
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                                                                        
|Current Liabilities                                                                                                                                                         
|Short-term loan                                                                                                                                                             
|Accounts payable                                                                                                                                                            
|Advances from customers                                                                                                                                                     
|Due to related parties                                                                                                                                                      
|Taxes payable                                                                                                                                                               
|Accrued expenses and other current liabilities                                                                                                                              
|Total Current Liabilities                                                                                                                                                   
|                                                                                                                                                                            
|Long term debt                                                                                                                                                              
|Total Liabilities                                                                                                                                                           
|                                                                                                                                                                            
|COMMITMENTS AND CONTINGENCIES                                                                                                                                               
|                                                                                                                                                                            
|Stockholders' Equity                                                                                                                                                        
|Common stock, $0.001 par value, 394,500,000 shares authorized; 58,985,937 and 58,985,937 shares issued and outstanding at March 31, 2017 and December 31, 2016, respectively
|Additional paid-in capital                                                                                                                                                  
|Accumulated deficit                                                                                                                                                         
|Accumulated other comprehensive income                                                                                                                                      
|Total Stockholders' Equity                                                                                                                                                  
|Total Liabilities and Stockholders’ Equity                                                                                                                                  
|                                                                                                                                                                            
|                                                                                                                                                                            
|The accompanying notes are an integral part of these consolidated financial statements.                                                                                     







F-2







|AJ Greentech Holdings, Ltd.                                                            
|---------------------------------------------------------------------------------------
|Consolidated Statements of Comprehensive Income                                        
|(Unaudited)                                                                            
|                                                                                       
|                                                                                       
|                                                                                       
|                                                                                       
|Revenue                                                                                
|Cost of revenue                                                                        
|Gross profit                                                                           
|                                                                                       
|Operating expenses                                                                     
|General and administrative                                                             
|Total operating expenses                                                               
|                                                                                       
|Income from operations                                                                 
|                                                                                       
|Other income (expense):                                                                
|Interest income (expense), net                                                         
|Total other income (expense)                                                           
|                                                                                       
|Income before income tax                                                               
|Income tax provision                                                                   
|Net income                                                                             
|                                                                                       
|Other comprehensive income (loss)                                                      
|Foreign currency translation adjustment                                                
|Comprehensive income                                                                   
|                                                                                       
|Earnings per share - Basic and Diluted                                                 
|Weighted average shares outstanding - Basic and Diluted                                
|                                                                                       
|                                                                                       
|The accompanying notes are an integral part of these consolidated financial statements.







F-3







|AJ Greentech Holdings, Ltd.                                                               
|------------------------------------------------------------------------------------------
|Consolidated Statements of Cash Flows                                                     
|(Unaudited)                                                                               
|                                                                                          
|                                                                                          
|                                                                                          
|                                                                                          
|CASH FLOW FROM OPERATING ACTIVITIES                                                       
|Net income                                                                                
|Adjustment to reconcile net income to net cash provided by (used in) operating activities:
|Depreciation and amortization                                                             
|Change in operating assets and liabilities:                                               
|Accounts receivable                                                                       
|Inventories                                                                               
|Other current assets                                                                      
|Accounts payable                                                                          
|Advances from customers                                                                   
|Taxes payable                                                                             
|Accrued expenses and other current liabilities                                            
|Net cash provided by (used in) operating activities                                       
|                                                                                          
|CASH FLOW FROM INVESTING ACTIVITIES                                                       
|Short term investment                                                                     
|Acquisition of office equipment                                                           
|Net cash provided by (used in) investing activities                                       
|                                                                                          
|CASH FLOW FROM FINANCING ACTIVITIES                                                       
|Proceeds from bank loans                                                                  
|Repayment of bank loans                                                                   
|Repayment of related party loan                                                           
|Net cash used in financing activities                                                     
|                                                                                          
|Effect of exchange rate changes on cash                                                   
|DECREASE IN CASH                                                                          
|Cash - beginning of period                                                                
|Cash - ending of period                                                                   
|                                                                                          
|Supplement disclosure information                                                         
|Cash paid for interest                                                                    
|Cash paid for income taxes                                                                
|                                                                                          
|                                                                                          
|The accompanying notes are an integral part of these consolidated financial statements.   







F-4







AJ Greentech
Holdings, Ltd.



March
31, 2017



Notes
to the Consolidated Financial Statements



(Unaudited)



Note
1 – Organization and Basis of Presentation



AJ
Greentech Holdings Ltd. is a Nevada corporation incorporated on August 30, 2006, under the name Gateway Certifications, Inc. On
November 16, 2009, our corporate name was changed to American Jianye Greentech Holdings,Ltd. and on February 13, 2014, our corporate
name was changed to AJ Greentech Holdings,Ltd.



From
November 2009 until October 2013, through our China subsidiaries, we were engaged in design, marketing and distributing of alcohol
base clean fuel that are designed to use less fossil fuel and have less pollution than traditional fuel.



On
October 31, 2013, pursuant to agreements with one of our former directors, we transferred the stock in our China subsidiaries
to the former director in exchange for cancellation of debt totaling $240,000. As a result of the transfer of the subsidiaries,
we were no longer engaged in the China clean fuel business. We transferred the stock of the China subsidiaries because we felt
that, it not our best interest to continue China clean fuel business as a result of our decreasing revenue, continued losses and
inability to raise capital for our business.



On
October 31, 2013, Chu Li An acquired, for nominal consideration, 8,000,000 shares of common stock from the director who acquired
the subsidiaries and12,778,399 shares of common stock from The Chairman, who was also a director. On November 1, 2013, Chu Li
An and the Company entered into a loan agreement pursuant to which the Chu Li An agreed to lend us $100,000 initially with future
loan amount up to $1,000,000, for which we will issue our 6% demand promissory note in the principal amount of $100,000. As of
March 31, 2017, the note has not been issued.



On
November 18, 2013, we entered into agreement pursuant to which we issued to Chu Li An and her BVI company, our sole director and
chief executive officer, 180,000,000 shares of common stock, in consideration of the cancellation of debt due to Chu Li An in
the amount of $180,000.



On
November 30, 2013, the Company entered into an agreement to acquire all of the issued and outstanding stock of Jin Chih International,
Ltd., a Taiwan corporation, from its sole owner Chu Li An for five million shares of the Company’s common stock. As of March
31, 2017, the stock has not been issued.



As
a result of the above transactions, we carry out the electronic products and general cargo trading and related consulting service
business through our subsidiary named Jin Chih International, Ltd in Taiwan. We still plan to focus on providing greentech products
outside of China in future. Even though the company has disposed China branches, the company's new management will continue to
expand the current green energy and technology business in the United States and globally, at the same time to explore many other
green and renewable energy such as solar, wind power, sea power by signing licensing agreement or joint venture with other research
institutes.



Basis
of presentation



The
unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the
United States for interim financial information and the rules and regulations of the Securities and Exchange Commission. In the
opinion of management, the unaudited financial statements have been prepared on the same basis as the annual financial statements
and reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the financial position
as of March 31, 2017 and the results of operations and cash flows for the periods ended March 31, 2017 and 2016. The financial
data and other information disclosed in these notes to the interim financial statements related to these periods are unaudited.
The results for the three months ended March 31, 2017 are not necessarily indicative of the results to be expected for any subsequent
periods or for the entire year ending December 31, 2017. The balance sheet on December 31, 2016 has been derived from the audited
financial statements at that date.





Certain
information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles
generally accepted in the United States have been condensed or omitted pursuant to the Securities and Exchange Commission's rules
and regulations. These unaudited financial statements should be read in conjunction with our audited financial statements and notes
thereto for the year ended December 31, 2016 as included in our Annual Report on Form 10-K.



Certain
amounts have been reclassified to conform to current year presentation.





F-5





Note
2 – Summary of Significant Accounting Policies



Use
of Estimates



The
preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States
of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the amount of revenues
and expenses during the reporting periods. Management makes these estimates using the best information available at the time the
estimates are made. However, actual results could differ materially from those results.



Segment
Information



ASC
280 requires companies to report information about operating segment in interim and annual financial statements. It also requires
segment disclosures about products and services geographic and major customers. The Company has determined that it does not have
any separately reportable operating segments.



Accounts
Receivable and Allowance for Doubtful Accounts



Accounts
receivable are recorded at the invoiced amount, net of an allowance for doubtful accounts. The Company follows paragraph 310-10-50-9
of the FASB Accounting Standards Codification to estimate the allowance for doubtful accounts. The Company performs on-going credit
evaluations of its customers and adjusts credit limits based upon payment history and the customer’s current credit worthiness,
as determined by the review of their current credit information; and determines the allowance for doubtful accounts based on historical
write-off experience, customer specific facts and economic conditions.



Outstanding
account balances are reviewed individually for collectability. The allowance for doubtful accounts is the Company’s best
estimate of the amount of probable credit losses in the Company’s existing accounts receivable. Bad debt expense is included
in general and administrative expenses, if any. Pursuant to paragraph 310-10-50-2 of the FASB Accounting Standards Codification
account balances are charged off against the allowance after all means of collection have been exhausted and the potential for
recovery is considered remote. The Company has adopted paragraph 310-10-50-6 of the FASB Accounting Standards Codification and
determine when receivables are past due or delinquent based on how recently payments have been received.



Inventories



The
Company values inventories, consisting of raw materials, packaging material and finished goods, at the lower of cost or
net realizable value. Cost is determined on the first-in and first-out (“FIFO”) method for raw materials
and packaging materials and the weighted average cost method for finished goods. The Company reduces inventories for
the diminution of value, resulting from product obsolescence, damage or other issues affecting marketability, equal to
the difference between the cost of the inventory and its estimated net realizable value. Factors utilized in the
determination of estimated net realizable value include (i) current sales data and historical return rates, (ii) estimates of
future demand, (iii) competitive pricing pressures, (iv)new product introductions, (v) product expiration dates, and (vi)
component and packaging obsolescence.



The
Company evaluates its current level of inventories considering historical sales and other factors and, based on this evaluation,
classify inventory markdowns in the income statement as a component of cost of goods sold pursuant to Paragraph 420-10-S99 of
the FASB Accounting Standards Codification to adjust inventories to net realizable value. These markdowns are estimates, which
could vary significantly from actual requirements if future economic conditions, customer demand or competition differ from expectations.
Other significant estimates include the allocation of variable and fixed production overheads. While variable production overheads
are allocated to each unit of production on the basis of actual use of production facilities, the allocation of fixed production
overhead to the costs of conversion is based on the normal capacity of the Company’s production facilities, and recognizes
abnormal idle facility expenses as current period charges. Certain costs, including categories of indirect materials, indirect
labor and other indirect manufacturing costs which are included in the overhead pools are estimated. The management of the Company
determines its normal capacity based upon the amount of operating hours of the manufacturing machinery and equipment in a reporting
period.





F-6





Revenue
Recognition



The
Company’s revenue recognition policies are in compliance with ASC 605 (Originally issued as Staff Accounting Bulletin (SAB)
104). Revenue is recognized at the date of shipment to customers when a formal arrangement exists, the price is fixed or determinable,
the delivery is completed, no other significant obligations of the Company exist and collectability is reasonably assured. Payments
received before all of the relevant criteria for revenue recognition are satisfied are recorded as unearned revenue. Discounts
provided to customers by the Company at the time of sale are recognized as a reduction in sales as the products are sold. Sales
taxes are not recorded as a component of sales.



The
Company derives its revenues from sales contracts with customers with revenues being generated upon the shipment of merchandise.
Persuasive evidence of an arrangement is demonstrated via sales invoice or contract; product delivery is evidenced by warehouse
shipping log as well as a signed acknowledgement of receipt from the customers or a signed bill of lading from the third party
trucking company and title transfers upon shipment, based on free on board (“FOB”) warehouse terms; the sales price
to the customer is fixed upon acceptance of the signed purchase order or contract and there is no separate sales rebate, discount,
or volume incentive. When the Company recognizes revenue, no provisions are made for returns because, historically, there have
been very few sales returns and adjustments that have impacted the ultimate collection of revenues.



The
Company markets and distributes electronic products and general cargo for automobile use and follows Section 605-45-45 (formerly
EITF 99-19) (“ASC Section 605-45-45”) of the FASB Accounting Standards Codification for revenue recognition to report
revenue gross as a principal for its sales since the Company (1) acts as principal in the transaction, (2) takes title to the
products, (3) has risks and rewards of ownership, such as the risk of loss for collection, delivery, or returns, and (4) does
not act as an agent or broker (including performing services, in substance, as an agent or broker) with compensation on a commission
or fee basis on its sales. The management of the Company determined that the Company should report revenue based on the gross
amount billed to a customer when considering each of the following eight (8) indicators of gross revenue reporting listed in ASC
Paragraph 605-45-45-4 through 605-45-45-14 as specified (1) The entity is the primary obligor in the arrangement — The Company
signs a product sales agreement with its customer and represents in writing that the Company is responsible for fulfillment, including
the acceptability of the product(s) or service(s) ordered or purchased by the customer; (2) The entity has general inventory risk
(before customer order is placed or upon customer return); (3) The entity has latitude in establishing price — The Company
has reasonable latitude, within economic constraints, to establish the exchange price with a customer for the product or service;
(4) The entity changes the product or performs part of the service— The Company developed a method for blending the raw
materials in its manufacturing process, through its proprietary technology, catalysts can be mixed with fuel and alcohols to become
a finished product to be sold after pumping and piping; (5) The entity has discretion in supplier selection — The Company
has multiple suppliers for the products ordered by a customer and discretion to select the supplier that will provide the product(s)
or service(s) ordered by a customer; (6) The entity is involved in the determination of product or service specifications —
The Company determines the nature, type, characteristics, or specifications of the product(s) or service(s) ordered by the customer;
(7) The entity has physical loss inventory risk of purchased inventories after customer order; and (8) The entity has credit risk
— The Company is responsible for collecting the sales price from its customer but must pay the amount owed to its supplier
after the supplier performs, regardless of whether the sales price is fully collected.



Net sales of products represent the invoiced
value of goods, net of value added taxes (“VAT”). The Company is subject to VAT which is levied on all of the Company’s
products at the rate of 5% on the invoiced value of sales. Sales or Output VAT is borne by customers in addition to the invoiced
value of sales and Purchase or Input VAT is borne by the Company in addition to the invoiced value of purchases to the extent
not refunded for export sales.



Fair
Value of Financial Instruments



The
fair values of the Company’s accrued expenses and other current liabilities approximate their carrying values due to the
relatively short maturities of these instruments. The carrying value of the Company’s short and long term debt approximates
fair value based on management’s best estimate of the interest rates that would be available for similar debt obligations
having similar terms at the balance sheet date.



Impairment
of Long-Lived Assets



The
Company accounts for the impairment and disposition of long-lived assets in accordance with ASC 360, Property, Plant and Equipment.
The Company periodically evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that
the carrying value of an asset may not be recoverable. If the estimated future cash flows (undiscounted and without interest charges)
from the use of an asset were less than the carrying value, a write-down would be recorded to reduce the related asset to its
estimated fair value.



The
assumptions used by management in determining the future cash flows are critical. In the event these expected cash flows are not
realized, future impairment losses may be recorded.





F-7





Income
Taxes



The
Company accounts for income taxes in accordance with ASC 740, Income Taxes, which requires that the Company recognize deferred
tax liabilities and assets based on the differences between the financial statement carrying amounts and the tax basis of assets
and liabilities, using enacted tax rates in effect in the years the differences are expected to reverse. Deferred income tax benefit
(expense) results from the change in net deferred tax assets or deferred tax liabilities. A valuation allowance is recorded when,
in the opinion of management, it is more likely than not that some or all of any deferred tax assets will not be realized.



The
Company adopted ASC 740-10-25, Income Taxes- Overall-Recognition, on January 1, 2007, which provides criteria for the recognition,
measurement, presentation and disclosure of uncertain tax position. The Company must recognize the tax benefit from an uncertain
tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities,
based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are
measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. The Company
did not recognize any additional liabilities for uncertain tax positions as a result of the implementation of ASC 740-10-25.



Net
Income (Loss) per Share



The
Company calculates its basic and diluted earnings per share in accordance with ASC 260. Basic earnings per share are calculated
by dividing net income by the weighted average number of common shares outstanding for the period. Diluted earnings per share
are calculated by adjusting the weighted average outstanding shares to assume conversion of all potentially dilutive warrants
and options and convertible securities.



Translation
Adjustment



The
Company’s financial statements are presented in the U.S. dollar ($), which is the Company’s reporting and
functional currency. The functional currency of the Company’s subsidiaries is TWD. Transactions in foreign currencies
are initially recorded at the functional currency rate prevailing at the date of transaction. Any differences between the
initially recorded amount and the settlement amount are recorded as a gain or loss on foreign currency transaction in the
consolidated statements of comprehensive income. Monetary assets and liabilities denominated in foreign currency are translated at
the functional currency rate of exchange prevailing at the balance sheet date. Any differences are taken to profit or loss as
a gain or loss on foreign currency translation in the statements of comprehensive income.



In
accordance with ASC 830, Foreign Currency Matters, the Company translates the assets and liabilities into U.S. dollars using the
rate of exchange prevailing at the balance sheet date and the statements of operations and cash flows are translated at an average
rate during the reporting period. Adjustments resulting from the translation from TWD into U.S. dollar are recorded in stockholders’
equity as part of accumulated other comprehensive income. The exchange rates used for the financial statements in accordance with
ASC 830, Foreign Currency Matters, are as follows:



|Average
    Rate for the three months ended on: | March
    31, 2017 | March
    31, 2016
|----------------------------------------------- | ------------------ | ------------------
|Taiwan
    dollar (TWD)                         | 1                  | 1                 
|United
    States dollar ($)                    | 0.0322             | 0.0302            
|                                                |                    |                   
|Exchange
    Rate at                            | March
    31, 2017 | March
    31, 2016
|Taiwan
    dollar (TWD)                         | 1                  | 1                 
|United
    States dollar ($)                    | 0.0329             | 0.0310            



Comprehensive
Income (Loss)



Comprehensive
income (loss) includes accumulated foreign currency translation gains and losses with respect to the spun-off entities and the
operating entity in Taiwan.





Recently
Issued Accounting Pronouncements



Management
does not believe that any recently issued, but not yet effective accounting pronouncements, when adopted, will have a material
effect on the accompanying financial statements.





F-8





Note
3 – Going Concern



The
Company has limited cash and accumulated deficit as of March 31, 2017. In addition, the Company did not generate income and cash
from its operation for the years ended December 31, 2016, 2015 and 2014. There are no assurances that the Company will be able
to either (1) achieve a level of revenues adequate to generate sufficient cash flow from operations; or (2) obtain additional
financing through either private placement, public offerings and/or bank financing necessary to support the Company’s working
capital requirements. These conditions, among others, raise substantial doubt about the Company’s ability to continue as
a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.



The
Company plans to rely on the advances and loans from related parties, the proceeds from funds generated from private placements,
public offering and/or bank financing to support the Company’s working capital requirements. No assurance can be given that
additional financing will be available, or if available, will be on terms acceptable to the Company. If adequate working capital
is not available, the Company may not be able continue its operations.



Note
4 – Accounts Receivable



Accounts
receivable at March 31, 2017 and December 31, 2016 consisted of the following:



|                                |  | March 31, 2017 |           | December 31, 2016
|------------------------------- |  | -------------- | --------- | -----------------
|                                |  | (Restated)     |           |                  
|Accounts receivable             |  | $              | 1,240,014 |                  
|Allowance for doubtful accounts |  |                | 93,019    |                  
|Total:                          |  | $              | 1,146,995 |                  



In
January 2017, the company has entered into a license and distribution agreement with Wealthy Link Technology Corporation, where
the latter shall obtain license under the company’s software and related services for the purposes of re-selling and distribution.
As of March 31, 2017, the accounts receivable balance from Wealthy Link Technology Corporation was $0.



Note 5
– Intangible Assets



On
January 1, 2016, the Company purchased the DMS technology from Xinyahang Gufen Youxian Gongsi(“Xinyahang”) for
$128,176 and 500,000 shares of common stock of AJGH (OTCQB). Also on October 1, 2016, the Company entered into two year
agreement with Xinyahang to provide design service for the DMS system. The design price was approximately $53,000 (TWD
1,619,047).



Intangible
assets, stated at cost, less accumulated amortization at March 31, 2017 and December 31, 2016 consisted of the following:



|                               |  | March 31, 2017 |         | December 31, 2016
|------------------------------ |  | -------------- | ------- | -----------------
|                               |  | (Restated)     |         |                  
|Intangible assets              |  | $              | 181,443 |                  
|Less: Accumulated amortization |  |                | (45,666 | )                
|Total                          |  | $              | 135,777 |                  



For
the three months ended March 31, 2017 and 2016, the Company recorded amortization expense of $12,921 and $0, respectively.





F-9





Note
6 – Property, Plant and Equipment



Property,
plant and equipment, stated at cost, less accumulated depreciation at March 31, 2017 and December 31, 2016 consisted of the following:



|                               |  | March 31, 2017 |        | December 31, 2016
|------------------------------ |  | -------------- | ------ | -----------------
|                               |  | (Restated)     |        |                  
|Office equipment               |  | $              | 11,300 |                  
|Less: Accumulated depreciation |  |                | 1,108  |                  
|Total:                         |  | $              | 10,192 |                  



For
the three months ended March 31, 2017 and 2016, the Company recorded depreciation expense of $466 and $0, respectively.



Note
7 – Other Current Assets



|            |  | March 31, 2017 |        | December 31, 2016
|----------- |  | -------------- | ------ | -----------------
|            |  | (Restated)     |        |                  
|Prepayments |  | $              | 12,628 |                  
|            |  | $              | 12,628 |                  



Note 8
– Borrowing



|                                             |  | March 31,
                                                                                2017 |                   | Term |  | Int. Rate/Year
|-------------------------------------------- |  | ---------------------------------------------------------------------------------------------- | ----------------- | ---- |  | --------------
|Cathy United Bank                            |  | $                                                                                              | 52,640            |      |  |               
|Long term debt: amount payable within 1 year |  |                                                                                                |                   |      |  |               
|First Commercial Bank Ltd.                   |  |                                                                                                | 36,580            |      |  |               
|Taiwan Business Bank Ltd.                    |  |                                                                                                | 52,640            |      |  |               
|Bank of Panshin                              |  |                                                                                                | 46,332            |      |  |               
|Sunny Bank Ltd.                              |  |                                                                                                | 95,020            |      |  |               
|Sunny Bank Ltd.                              |  |                                                                                                | 105,711           |      |  |               
|Total                                        |  | $                                                                                              | 388,923           |      |  |               
|                                             |  |                                                                                                |                   |      |  |               
|                                             |  |                                                                                                | December 31, 2016 |      |  |               
|Cathy United Bank                            |  | $                                                                                              | 59,791            |      |  |               
|Long term debt: amount payable within 1 year |  |                                                                                                |                   |      |  |               
|First Commercial Bank Ltd.                   |  |                                                                                                | 45,047            |      |  |               
|Taiwan Business Bank Ltd.                    |  |                                                                                                | 56,260            |      |  |               
|Bank of Panshin                              |  |                                                                                                | 45,829            |      |  |               
|Sunny Bank Ltd.                              |  |                                                                                                | 107,309           |      |  |               
|Sunny Bank Ltd.                              |  |                                                                                                | 112,932           |      |  |               
|Total                                        |  | $                                                                                              | 427,168           |      |  |               



The
long term debt should be repaid as equal principal by month. The long term debt -the term less than 1 year represented the amount
should be repaid within 1 year.





Note 9 – Related Party Transactions



The
total amount advance from related parties consisted of the advance from shareholders for the investment, working capital and
the expense. The balance was $111,042 (Restated) and $268,141 as of March 31, 2017 and December 31, 2016,
respectively.





F-10





Note 10
– Long Term Debt



|                           |  | March 31, 2017 |         | Term |  | Int. Rate/ Year                
|-------------------------- |  | -------------- | ------- | ---- |  | -------------------------------
|Taiwan Business Bank Ltd.  |  | $              | 131,600 |      |  | Mar. 26, 2018 to Sept 25, 2020.
|Bank of Panshin            |  |                | 13,168  |      |  | Mar. 11, 2018 to June 10, 2018.
|Sunny Bank Ltd.            |  |                | 161,983 |      |  | Mar. 6, 2018 to Aug. 5, 2019.  
|First Commercial Bank Ltd. |  |                | 119,144 |      |  | Mar. 31, 2018 to Jan. 30, 2021.
|Total                      |  | $              | 425,895 |      |  |                                



|                           |  | December 31, 2016 |         | Term |  | Int. Rate/ Year                 
|-------------------------- |  | ----------------- | ------- | ---- |  | --------------------------------
|Taiwan Business Bank Ltd.  |  | $                 | 129,620 |      |  | Dec. 26, 2017 to Sept. 25, 2020.
|Sunny Bank Ltd.            |  |                   | 8,507   |      |  | Dec. 22, 2017 to Jan. 21, 2018. 
|Bank of Panshin            |  |                   | 21,107  |      |  | Dec. 11, 2017 to June 10, 2018. 
|Sunny Bank Ltd.            |  |                   | 164,023 |      |  | Dec. 6, 2017 to Aug. 5, 2019.   
|First Commercial Bank Ltd. |  |                   | 110,200 |      |  | Dec. 31, 2017 to Jan. 30, 2021. 
|Total                      |  | $                 | 433,457 |      |  |                                 



Note 11
– Taxes Payable



|                        |  | March 31, 2017 |        | December 31, 2016
|----------------------- |  | -------------- | ------ | -----------------
|                        |  | (Restated)     |        |                  
|Income tax payable      |  | $              | 38,561 |                  
|Value added tax payable |  |                | 9,574  |                  
|Total:                  |  | $              | 48,135 |                  



Note 12
– Income Taxes



The
Company did not provide any current or deferred U.S. federal income tax provision or benefit for any of the periods presented
because the Company has experienced operating losses for U.S. federal income tax purposes since inception. When it is more likely
than not that a tax asset cannot be realized through future income the Company must allow for this future tax benefit. The operating
subsidiary is organized and located in the Taiwan and does not conduct any business in the United States. Taxation on profits
earned in the Taiwan has been calculated on the estimated assessable profits for the year at the rates of taxation prevailing
in the Taiwan where the Company operates after taking into account the benefits from any special tax credits or “tax holidays”
allowed in the county of operations.



In
accordance with the relevant tax laws in the Taiwan, the Company statutory rate were 17% and 17% for the quarters ended March
31, 2017 and 2016, respectively.



The components
of the income tax  expense are as follows:



|                   |  | The three months ended March 31, 2017 (Restated) |        | The three months ended March 31, 2016
|------------------ |  | ------------------------------------------------ | ------ | -------------------------------------
|Current provision  |  | $                                                | 35,018 |                                      
|Deferred provision |  |                                                  | —      |                                      
|Total:             |  | $                                                | 35,018 |                                      





F-11





Note
13 – Common Stock



On
April 7, 2014, the shareholder, Chu Li An contributed $165,500 capital to the Company.



On
June 30, 2015, the Company made a reverse split of its common stock at the rate of 1 for 1500.



On
July 10, 2015, the Company issued 50,000,000 shares with a par value of $0.001 per share for cash. The cash was finally offset
with debt cancel due to shareholder.



On
July 10, 2015, the Company issued 800,000 shares with a par value of $0.001 per share in exchange for consulting services.



On
August 6, 2015, the Company issued 5,000,000 shares with a par value of $0.001 per share and 2,500,000 shares with a par value
of $0.01 per share for cash. The cash was finally offset with debt cancel due to shareholder.



On
April 4, 2016, the Company issued 5,000 shares to two investors with a par value of $4.00 per share for cash.



On
May 10, 2016, the Company issued 3,333 shares to director Chu,Li-An, in exchange for cancellation of debt.



On
May 10, 2016, the Company issued 2,000 shares to an investor with a par value of $4.00 per share for cash.



On
May 10, 2016, the Company issued 3,000 shares to an investor with a par value of $5.00 per share for cash.



On
May 10, 2016, the Company issued 21,000 shares to an investor with a par value of $4.76 per share for cash.



On
June 28, 2016, the Company issued 1,250 shares to an investor with a par value of $2.40 per share for cash.



On
July 12, 2016, the Company issued 500,000 shares to a Xinyahang Electronics Co. Ltd. Taiwan, as part of the payment for technology
transfer and purchase of DMS platform technology.



On
July 12, 2016, the Company issued total 1600 shares to six investors with a par value of $10.00 per share for cash.



On
July 12, 2016, the Company issued 700 shares to an investor with a par value of $12.00 per share for cash.



On
July 15, 2016, the Company issued 2,000 shares to consultant Kuo, Yu-chieh to offset for consulting fees payable, no cash payment
received.



On
August 8, 2016, the Company issued 200 shares to an investor with a par value of $14.00 per share for cash.



On
September 6, 2016, the Company issued 2400 shares to an investor with a par value of $14.00 per share for cash.



On
October 31, 2016, the Company issued 400 shares to three investors with a par value of $14 per share for Cash.



The
Company’s capitalization is 394,500,000 common shares with a par value of $0.001 per share. There are a total of 58,985,937
and 58,985,937 common shares issued and outstanding at March 31, 2017 and December 31, 2016. No preferred shares have been authorized
or issued.





F-12





Note
14 – Foreign Operations



Operations



Substantially
all of the Company’s operations are carried out and all of its assets are located in the Taiwan. Accordingly, the Company’s
business, financial condition and results of operations may be influenced by the political, economic and legal environments in
the Taiwan. The Company’s business may be influenced by changes in governmental policies with respect to laws and regulations,
monetary policies, anti-inflationary measures, currency fluctuation and remittances and methods of taxation, among other things.



Dividends
and Reserves



Under
the laws of the Taiwan, net income after taxation can only be distributed as dividends after appropriation has been made for the
following: (i) cumulative prior years’ losses, if any; (ii) allocations to the “Statutory Surplus Reserve” of
at least 10% of net income after tax, as determined under Taiwan accounting rules and regulations, until the fund amounts to 50%
of the Company’s registered capital; (iii) allocations of 5-10% of income after tax, as determined under Taiwan accounting
rules and regulations, to the Company’s “Statutory Common Welfare Fund”, which is established for the purpose
of providing employee facilities and other collective benefits to employees in PRC; and (iv) allocations to any discretionary
surplus reserve, if approved by stockholders.



As
of March 31, 2017, the Company had no Statutory Surplus Reserve and the Statutory Common Welfare Fund established and segregated
in retained earnings.



Note
15 – Commitment and Contingencies



The Company
had bank loans. Based on the contract agreement, the future minimum repayments required for the coming years are as follows:



| | Periods ending March 31:
| | ------------------------
| | 2018                    
| | 2019                    
| | 2020                    
| | 2021                    
| | Total                   



The Company
did not have other significant capital commitments or significant guarantees as of March 31, 2017.



Note
16 – Subsequent Events



The
company is under negotiations with Nanjing City, China government to provide the government with securities management hardware
and all related software and other management services. The initial orders shall be for 300,000 units, and could add up to 10,000,000
units for long-term.



We
have also initiated our new mobile UBI apps and its field testing has begun. So far, the testing is progressing very positively,
generating the quality of accelerometer data needed for accurate scoring. We have also begun establishing connections with
various insurance companies, vehicle fleet companies, and motorists for further testing and introduction of our new mobile UBI
apps.



The
Company has evaluated the existence of significant events subsequent to the balance sheet date through the date the financial statements
were issued and has determined that there were no other subsequent events or transactions which would require recognition or disclosure
in the financial statements.



NOTE
17 – Restatement



The management
of the Company has concluded that the consolidated financial statements as of and for the quarter ended March 31, 2017 should
be restated.  The conclusion was reached by management because they determined that certain revenues were not recognized
correctly and certain transactions occurred during the month ended March 31, 2017 were omitted.



In
January 2017, the Company entered into a license and distribution agreement with Wealthy Link Technology Corporation (“Wealthy
Link”) to authorize Wealthy Link to distribute and license the Company’s products. In the three months ended March
31, 2017, the Company recorded revenue of $3.5 million as per invoices issued, not services performed.



The
following table summarize the effect of the restatement on items in the consolidated financial statements as of and for the
three months ended March 31, 2017:





|                                                        |  | Three Moths Ended March 31, 2017
|------------------------------------------------------- |  | --------------------------------
|                                                        |  | As Previously Reported          
|Consolidated Balance Sheet amounts                     
|Cash                                                    |  | $                               
|Accounts receivable, net                                |  |                                 
|Inventories                                             |  |                                 
|Other current assets                                    |  |                                 
|Property, plant and equipment, net                      |  |                                 
|Intangible Assets, net                                  |  |                                 
|Accounts payable                                        |  |                                 
|Due to related parties                                  |  |                                 
|Taxes payable                                           |  |                                 
|Accrued expenses and other current liabilities          |  |                                 
|Accumulated deficit                                     |  |                                 
|Accumulated other comprehensive income                  |  |                                 
|                                                        |  |                                 
|Consolidated Statements of Comprehensive Income amounts
|Revenue                                                 |  |                                 
|Cost of revenue                                         |  |                                 
|Gross profit                                            |  |                                 
|Total operating expenses                                |  |                                 
|Total other income (expense)                            |  |                                 
|Income before income tax                                |  |                                 
|Income tax provision                                    |  |                                 
|Net income                                              |  |                                 
|Comprehensive income                                    |  |                                 
|                                                        |  |                                 
|Consolidated Statements of Cash flows amounts          
|Net cash provided by (used in) operating activities     |  |                                 
|Net cash provided by (used in) investing activities     |  |                                 
|Net cash used in financing activities                   |  |                                 
|Effect of exchange rate changes on cash                 |  |                                 
|Net change in cash                                      |  |                                 





F-13







Item
2. Management's Discussion and Analysis Of Financial Condition And Plan Of Operation.



This Quarterly
Report contains forward-looking statements within the meaning of the federal securities laws. These include statements about our
expectations, beliefs, intentions or strategies for the future, which we indicate by words or phrases such as "anticipate,"
"expect," "intend," "plan," "will," "we believe," "management believes"
and similar language. The forward-looking statements are based on the current expectations of the Company and are subject to certain
risks, uncertainties and assumptions, including those set forth in the discussion under "Management's Discussion and Analysis
of Financial Condition and Results of Operations" in this report. Actual results may differ materially from results anticipated
in these forward-looking statements. We base the forward-looking statements on information currently available to us, and we assume
no obligation to update them.



Investors
are also advised to refer to the information in our previous filings with the Securities and Exchange Commission (SEC), especially
on Forms 10-K, 10-Q and 8-K, in which we discuss in more detail various important factors that could cause actual results to differ
from expected or historic results. It is not possible to foresee or identify all such factors. As such, investors should not consider
any list of such factors to be an exhaustive statement of all risks and uncertainties or potentially inaccurate assumptions.



Overview



From
November 2009 until October, 2013, through our China subsidiary, we were engaged in design, marketing and distributing of alcohol
base clean fuel which are designed to use less fossil fuel and have less pollution than traditional fuel.



On October
31, 2013, pursuant to agreements with one of our former directors, we transferred the stock in our China subsidiaries to the former
director in exchange for cancellation of debt totaling $240,000. As a result of the transfer of the subsidiaries, we were no longer
engaged in the China cleanfuel business. We transferred the stock of the China subsidiaries because we felt that, it's not our
best interest to continue China cleanfuel business as a result of our decreasing revenue, continued losses and inability to raise
capital for our business.



On November
30, 2013, the company entered into an agreement to acquire all of the issued and outstanding stock of Jin Chih International,
Ltd., a Taiwan corporation, from its sole owner Chu Li An for five million shares of the Company’s common stock. As of March
31, 2017, the stock has not been issued.



As a result
of the above transactions, we carry out the electronic products and general cargo trading and related consulting service business
through our subsidiary named Jin Chih International, Ltd in Taiwan. We still plan to focus on providing greentech products outside
of China in future. Even though the company has disposed China branches, the company's new management will continue to expand
the current green energy and technology business in the United States and globally, at the same time to explore many other green
and renewable energy such as solar, wind power, sea power by signing licensing agreement or joint venture with other research
institutes.





17





Results
of Operations



Three
Months Ended March 31, 2017 and 2016



Revenue



For
the three months ended March 31, 2017, we recognized revenues of $834,487 compared to $612,004 for the three months
ended March 31, 2016, representing an increase of $222,483. Our sales of $502,487 came from the electronic products and
general cargo trading business operated by the Taiwan subsidiary.



On
January 5, 2017, the Company entered into license and distribution agreement with Wealthy Link Technology Corp. for the sale of
its licensed product adopting the B2C and B2B business models, resulting to sales revenues of $332,000 for the three months ended
March 31, 2017.



Cost
of revenue and gross profit



The Company
recorded cost of revenue of $540,203 and $511,915 for the three months ended March 31, 2017 and 2016, respectively. The Company
had a gross profit of $294,284 and $100,089 for the three months ended March 31, 2017 and 2016.



Selling,
general and administrative expenses



Selling,
general and administrative expenses primarily consist of provision for doubtful debts, payroll, local taxes, investor relation
expenses and professional fees. Selling, general and administrative expenses for the three months ended March 31, 2017 were $98,298,
comparing to $36,747 for three months ended March 31, 2016.



Income
tax expense



We are
subject to U.S. federal income tax, and our subsidiary incorporated in the Taiwan is subject to enterprise income taxes in the
Taiwan. The Company did not provide any current or deferred U.S. federal income tax provision or benefit for any of the periods
presented because the Company has experienced operating losses for U.S. federal income tax purposes since inception. Taxation
on profits earned in the Taiwan has been calculated on the estimated assessable profits for the periods at the rates of 17% in
the Taiwan after taking into account the benefits from any special tax credits or “tax holidays” allowed in the county
of operation.



For the
three months ended March 31, 2017 and 2016, the Company recorded income tax provision of $35,018 and $0, respectively.



Net
income



As a result
of the forgoing, the Company generated net income of $154,089 and $55,728 for the three months ended March 31, 2017 and 2016



Foreign
currency translation adjustment



The
functional currency of our subsidiaries operating in the Taiwan is the Taiwan Dollars (“TWD”). The financial statements
of our subsidiaries are translated to U.S. dollars using period end rates of exchange for assets and liabilities, and average
rates of exchange (for the period) for revenues, costs, and expenses. Net gains and losses resulting from foreign exchange transactions
are included in the consolidated statements of comprehensive income. As a result of these translations, which are a non-cash adjustment,
we reported foreign currency translation gain of $38,901 and $15,799 for the three months ended March 31, 2017 and 2016, respectively.





Liquidity
and Capital Resources





We
have funded our operations to date primarily through the operations and related party loan, bank loan and capital contributions.
The Company has limited cash and accumulated deficit as of March 31, 2017. In addition, the Company did not generate income and
cash from its operation for the years ended December 31, 2016, 2015 and 2014. There are no assurances that the Company will be
able to either (1) achieve a level of revenues adequate to generate sufficient cash flow from operations; or (2) obtain additional
financing through either private placement, public offerings and/or bank financing necessary to support the Company’s working
capital requirements. These conditions, among others, raise substantial doubt about the Company’s ability to continue as
a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.



The
Company plans to rely on the advances and loans from related parties, the proceeds from funds generated from private placements,
public offering and/or bank financing to support the Company’s working capital requirements. No assurance can be given that
additional financing will be available, or if available, will be on terms acceptable to the Company. If adequate working capital
is not available, the Company may not be able continue its operations.



As of
March 31, 2017, we had a working capital of $840,814. Our current assets on March 31, 2017 were $1,761,443 primarily consisting
of cash of $87,108, short-term investments of $428,631 and account receivable of $1,146,995. Our current liabilities were primarily
composed of short-term loan of $388,922, accounts payable of $358,342 and due to related parties of $111,042.





18





Cash
Flow from Operating Activities



Net
cash provided by operating activities was $77,254 during the three months ended March 31, 2017, which consisted of our
net income of $154,089, depreciation and amortization of $13,387, a change of accounts receivable of $261,079, a change of
other current assets of $11,279, a change of accounts payable of $256,741, a change of advances from customers of $132,000, a
change of taxes payable of $43,531 and a change of accrued expenses and other current liabilities of $5,188.



Net cash
used in operating activities was $25,324 during the three months ended March 31, 2016, which primarily consisted of our net income
of $55,728,  a change of accounts receivable of $580,029, a change of inventories of $50,776 and a change of accounts
payable of $569,174.



Cash
Flow from Investing Activities



Net cash
used in investing activities totaled $1,253 for the three months ended March 31, 2017, which was primarily related to cash paid
for acquisition of office equipment.



Net cash
provided by investing activities totaled $6,457 for the three months ended March 31, 2016, which was primarily related to proceeds
received from short-term investment.



Cash
Flow from Financing Activities



Net cash
used in financing activities was $254,847 during the three months ended March 31, 2017, which primarily consisted of repayment
of bank loans of $96,972 and repayment of related party loan of $157,875.



Net cash
used in financing activities was $58,897 during the three months ended March 31, 2016, which primarily consisted of proceeds from
bank loans of $109,302 offset by repayment of bank loans of $168,199.



Off-Balance
Sheet Arrangements



There
are no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues, expenses, results of operations, liquidity, capital expenditures or capital resources.



Inflation



We do
not believe our business and operations have been materially affected by inflation





19





Critical
Accounting Policies and Estimates



Refer
to note 2 in the accompanying consolidated financial statements.



Impact
of Accounting Pronouncements



There
were no recent accounting pronouncements that have had a material effect on the Company’s financial position or results
of operations.



Item
3. Quantitative and Qualitative Disclosures About Market Risk.



Not required
for smaller reporting companies.





Item
4. Controls and Procedures.



Disclosure
Controls and Procedures



Regulations
under the Securities Exchange Act of 1934 (the “Exchange Act”) require public companies to maintain “disclosure
controls and procedures,” which are defined as controls and other procedures that are designed to ensure that information
required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure
controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be
disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer's
management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate
to allow timely decisions regarding required disclosure.



We conducted
an evaluation, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our
disclosure controls and procedures as of March 31, 2017. Based on that evaluation, our Chief Executive Officer and Chief Financial
Officer have concluded that as of March 31, 2017, our disclosure controls and procedures were not effective at the reasonable
assurance level due to the material weaknesses described below.



In light
of the material weaknesses described below, we performed additional analysis to ensure our financial statements were prepared
in accordance with generally accepted accounting principles. Accordingly, we believe that the financial statements included in
this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods
presented.



A material
weakness is a control deficiency (within the meaning of the Public Company Accounting Oversight Board (PCAOB) Auditing Standard
No. 2) or combination of control deficiencies that result in more than a remote likelihood that a material misstatement of the
annual or interim financial statements will not be prevented or detected. Management has identified the following two material
weaknesses which have caused management to conclude that, as of March 31, 2017, our disclosure controls and procedures were not
effective at the reasonable assurance level:



| | 1. | We do not have written
    documentation of our internal control policies and procedures. Written documentation of key internal controls over financial
    reporting is a requirement of Section 404 of the Sarbanes-Oxley Act which is applicable to us for the quarter ending March
    31, 2017. Management evaluated the impact of our failure to have written documentation of our internal controls and procedures
    on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented
    a material weakness.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 2. | We do not have sufficient
    segregation of duties within accounting functions, which is a basic internal control. Due to our size and nature, segregation
    of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible,
    the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals.
    Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls
    and procedures and has concluded that the control deficiency that resulted represented a material weakness.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



To address
these material weaknesses, management performed additional analyses and other procedures to ensure that the financial statements
included herein fairly present, in all material respects, our financial position, results of operations and cash flows for the
periods presented.



Management's
Report on Internal Control over Financial Reporting.



Our management
is responsible for establishing and maintaining adequate internal control over financial reporting for the company in accordance
with as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed
to provide reasonable assurance regarding the (i) effectiveness and efficiency of operations, (ii) reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles,
and (iii) compliance with applicable laws and regulations. Our internal controls framework is based on the criteria set forth
in the Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO).



Due to
inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,
or that the degree of compliance with the policies and procedures may deteriorate.



A material
weakness in internal controls is a deficiency in internal control, or combination of control deficiencies, that adversely affects
the Company’s ability to initiate, authorize, record, process, or report external financial data reliably in accordance
with accounting principles generally accepted in the United States of America such that there is more than a remote likelihood
that a material misstatement of the Company’s annual or interim financial statements that is more than inconsequential will
not be prevented or detected. In the course of making our assessment of the effectiveness of internal controls over financial
reporting, we identified some material weaknesses in our internal control over financial reporting.





20





We lack
sufficient personnel with the appropriate level of knowledge, experience and training in the application of accounting operations
of our company. This weakness causes us to not fully identify and resolve accounting and disclosure issues that could lead to
a failure to perform timely internal control and reviews.



Management
is currently reviewing its staffing and systems in order to remedy the weaknesses identified in this assessment. However, because
of the above condition, management’s assessment is that the Company’s internal controls over financial reporting were
not effective as of March 31, 2017. Additionally, the Registrant’s management has concluded that the Registrant has a material
weakness associated with its U.S. GAAP expertise.



This Annual
Report does not include an attestation report of the Company’s registered public accounting firm regarding internal control
over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting
firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s
report in this annual report.



Management's
Remediation Initiatives



In an effort
to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or
plan to initiate, the following series of measures:



We intend
to our personnel resources and technical accounting expertise within the accounting function. First, we intend to create a position
to segregate duties consistent with control objectives of having separate individuals perform (i) the initiation of transactions,
(ii) the recording of transactions and (iii) the custody of assets. Second, we intend to create a senior position to focus on
financial reporting and standardizing and documenting our accounting procedures with the goal of increasing the effectiveness
of the internal controls in preventing and detecting misstatements of accounting information. Third, we plan to appoint one or
more outside directors to our board of directors who shall be appointed to an audit committee resulting in a fully functioning
audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures
such as reviewing and approving estimates and assumptions made by management when funds are available to us. We anticipate the
costs of implementing these remediation initiatives will be approximately $37,500 to $50,000 a year in increased salaries, legal
and accounting expenses.



Management
believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee,
will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on our Board.





21





PART
II — OTHER INFORMATION



Item
1. Legal Proceedings.



To the
best knowledge of the officers and directors, the Company was not a party to any legal proceeding or litigation as of March 31,
2017.



Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.



None.



Item
3. Defaults Upon Senior Securities.



None.



Item
4. Mine Safety Disclosures.



Not applicable.



Item
5. Other Information.



None.



Item
6. Exhibits.



|Exhibit
    No. | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|--------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|31.1            | Chief
    Executive Officer Certification of Periodic Financial Report Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|31.2            | Chief
    Financial Officer Certification of Periodic Financial Report Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|32.1            | Chief
    Executive Officer Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley
    Act of 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|32.2            | Chief
    Financial Officer Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley
    Act of 2002                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|101             | The
    following materials from AJ Greentech Holdings, Ltd.’s Quarterly Report on Form 10-Q for the period ended March 31,
    2016 are formatted in eXtensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Balance Sheet; (ii) the
    Condensed Consolidated Statement of Operations;, (iii) the Condensed Consolidated Statements of Cash Flows, and (iv) Notes
    to Condensed Consolidated Financial Statements. This Exhibit 101 is deemed not filed for purposes of Sections 11 or 12 of
    the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability
    under these sections.







22





SIGNATURES



In
accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.





|                    | AJ GREENTECH
    HOLDINGS LTD.
|------------------- | ------------------------------
|                    |                               
|                    |                               
|                    |                               
|Date: June 28, 2018 | By: /s/
    Yanru Zhou        
|                    | Yanru Zhou                    
|                    | Chief
    Executive Officer   
|                    |                               
|                    |                               
|                    | AJ GREENTECH HOLDINGS
    LTD.
|                    |                               
|                    |                               
|                    |                               
|Date: June 28, 2018 | By: /s/
    Yanru Zhou        
|                    | Yanru Zhou                    
|                    | Chief
    Financial Officer   





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