UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-Q10-Q/A

(Amendment No. 1)

 

(Mark One)

 

[X]QUARTERLY REPORT PURSUANT TO SECTIONQuarterly Report pursuant to Section 13 ORor 15(d) OF THE SECURITIES EXCHANGE ACT OFof the Securities Exchange Act of 1934

For the quarterly period endedSeptember 30, 2017

 

orFor the quarterly period ended December 31, 2017

 

[  ]TRANSITION REPORT UNDER SECTIONTransition Report pursuant to Section 13 ORor 15(d) OF THE SECURITIES EXCHANGE ACT OFof the Securities Exchange Act of 1934

For the transition period from __________ to __________

For the transition period fromto

 

Commission File Number333-206097

Commission file number:333-206097

 

ADDENTAX GROUP CORP.
(Exact name of registrant as specified in its charter)

ADDENTAX GROUP CORP.

(Exact name of registrant as specified in its charter)

 

Nevada 35-2521028

(State or other jurisdiction of


incorporation or organization)

 

(IRS Employer

Identification No.)

 

Floor 13th, Building 1, Block B, Zhihui Square
Nanshan District, Shenzhen City, China 518000
 51800
(Address of principal executive offices) (Zip Code)

 

+(86) 755 86961 405

(Registrant’s telephone number, including area code)

 

N/A
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [  ]

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). [X] Yes [  ] No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Large accelerated filer [  ]YES[X]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 be submitted 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 the registrant was required to submit and post such files).
[X]YESAccelerated filer [  ]NO
   
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer[  ]Accelerated filer[  ]
Non-accelerated filer[  ](Do (Do not check if a smaller reporting company)Smaller reporting company[X]  ]
   
Emerging growth company[  ] [X]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)

[  ]YES[X]NO

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
. Yes [  ] No [X]

 

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.

[  ]YES[  ]NO

APPLICABLE ONLY TO CORPORATE ISSUERS

IndicateState the number of shares outstanding of each of the issuer’s classes of common stock,equity, as of the latest practicable date.date: 506,920,000 common shares par value $0.001, issued and outstanding as of November 20, 2017.April 16, 2018.

 

 

 

 

 

EXPLANATORY NOTE

Addentax Group, Corp. (“Addentax”, the “Company”, “we” or “us”) is filing this Amendment No. 1 to our quarterly report on Form 10-Q (“Form 10-Q/A”) for the period ended December 31, 2017, which was originally filed with the Securities and Exchange Commission (SEC) on April 16, 2018 (the “Original Filing”), to restate the Company’s unaudited consolidated financial statements as of March 31, 2017 and unaudited condensed consolidated financial statements as of December 31, 2017, as well as the related notes included in the Original Filing (“Restatement”).

This Form 10-Q/A contains only Item 1 (Financial Statements), Item 2 (Management’s Discussion and Analysis of Financial Condition and Results of Operations), Item 4 (Controls and Procedures) of Part I and Item 6 (Exhibits) of Part II, and items including information not affected by the Restatement have not been repeated in this Form 10-Q/A.

The Restatement corrects accounting errors related to:

1)The related party balances incorrectly recorded as other receivables and payables as of December 31, 2017.
2)The recognition of incorrect amounts of revenue and cost of revenue in the consolidated statements of operations due to inaccurate cut-off.
3)The recording of incorrect balance sheets for comparative period as of March 31, 2017.

Note 2, Restatement of Previously Issued Consolidated Financial Statements, in the Company’s condensed consolidated financial statements included in Item 1 below provides further information regarding the Restatement. “Item 4 – Controls and Procedures” to this Form 10-Q/A discloses the material weaknesses in the Company’s internal controls associated with the Restatement, as well as management’s conclusion that the Company’s internal controls over financial reporting were not effective as of December 31, 2017. Management is currently evaluating the changes needed in the Company’s internal controls over financial reporting to remediate these material weaknesses.

This Form 10-Q/A does not reflect events occurring after the filing of the Original Filing and does not substantively modify or update the disclosures therein other than as required to reflect the adjustments described above. See Note 2 to the accompanying condensed consolidated financial statements, set forth in Item 1 of this Form 10-Q/A, for additional information. Accordingly, this Form 10-Q/A should be read in conjunction with the Company’s filings made with the SEC subsequent to the filing of the Original Filing.

We are also filing currently dated certifications from our Chief Executive Officer and Chief Financial Officer as Exhibits 31.1 and 31.2 to this Form 10-Q/A.

Unless the context otherwise requires, references to “we,” “us,” “our,” “ATXG”, or the “Company,” are to Addentax Group Corp. and its subsidiaries.

 

TABLE OF CONTENTS

 

 PagePART I – FINANCIAL INFORMATION
Item 1.PART I - FINANCIAL INFORMATIONFinancial Statements (Unaudited)3
Item 1. Financial Statements3
Item 2.Management’s Discussion and Analysis of Financial Condition or Planand Results of OperationOperations1519
Item 3.Quantitative and Qualitative Disclosures About Market Risk19
Item 4.Controls and Procedures1930
PART II - OTHER INFORMATION20
Item 1. Legal Proceedings20
Item 1A.Risk Factors20
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds20
Item 3.Defaults Upon Senior Securities20
Item 4.  Mine Safety Disclosures20
Item 5. Other Information21
Item 6.Exhibits21
SIGNATURES2231

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements and Supplementary Data

ADDENTAX GROUP CORP AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In U.S. Dollars, except share data or otherwise stated)

AS OF DECEMBER 31, 2017 (UNAUDITED) AND MARCH 31, 2017

  December 31, 2017  March 31, 2017 
  (Restated)  (Restated) 
ASSETS        
CURRENT ASSETS        
Cash and cash equivalents $146,365  $176,905 
Accounts receivables, net  4,626,213   4,776,878 
Inventories, net  465,589   445,442 
Other receivables  1,927,410   1,105,320 
Advances to suppliers  939,604   322,556 
Amounts due from related parties  289,210   127,552 
Total current assets  8,394,391   6,954,653 
         
NON-CURRENT ASSETS        
Plant and equipment, net  655,457   663,203 
Goodwill  929,662   929,662 
Total non-current assets  1,585,119   1,592,865 
TOTAL ASSETS $9,979,510  $8,547,518 
         
LIABILITIES AND EQUITY        
         
CURRENT LIABILITIES        
Accounts payable $3,468,618  $1,610,643 
Amount due to related parties  5,076,803   2,907,283 
Advances from customers  820,981   1,047,817 
Accrued expenses and other payables  991,571   199,283 
Payable for acquisition of business  -   3,025,751 
Income tax payable  6,108   723 
Total current liabilities  10,364,081   8,791,500 
TOTAL LIABILITIES $10,364,081  $8,791,500 
         
COMMITMENTS AND CONTINGENCIES        
         
EQUITY        
Common stock ($0.001 par value, 506,920,000 shares issued and outstanding for the period ended December 31, 2017 and $0.001 par value, 500,000,000 shares issued and outstanding for the year ended March 31, 2017) $506,920  $500,000 
Additional paid-in capital  (420,523)  (413,604)
Retained earnings  (412,984)  (371,802)
Statutory reserve  21,539   21,539 
Accumulated other comprehensive income  (79,523)  19,884 
Total equity  (384,571)  (243,983)
TOTAL LIABILITIES AND EQUITY $9,979,510  $8,547,517 

See accompany notes to the condensed consolidated financial statements.

 

 23

PART I - FINANCIAL INFORMATION

Item 1.Financial Statements

Index to the interim Unaudited Condensed Consolidated Financial Statements

Page
Condensed Consolidated Balance Sheets4
Condensed Consolidated Statements of Operations and Comprehensive Loss5
Condensed Consolidated Statements of Cash Flows6
Notes to the Condensed Consolidated Financial Statements7

  3

 

ADDENTAX GROUP CORP. AND SUBSIDIARIES

Condensed Consolidated Balance SheetsCONDENSED CONSOLIDATED STATEMENTS OF (LOSS) INCOME AND COMPREHENSIVE (LOSS) INCOME

(Unaudited)(In U.S. Dollars, except share data or otherwise stated)

FOR THE THREE AND NINE MONTHS ENDED DECEMBER 31, 2017 AND 2016 (UNAUDITED)

 

  September 30, 2017  March 31, 2017 
ASSETS        
Current Assets        
Cash and cash equivalents $378,557  $176,929 
Accounts receivable  4,476,085   4,709,476 
Note receivable  1,613,812   1,057,437 
Due from related parties  74,922   130,001 
Inventory  530,799   602,123 
Prepaid expenses  983,780   318,938 
Other current assets  200,942   48,483 
Total Current Assets  8,258,897   7,043,387 
         
Property and equipment, net  632,896   663,359 
TOTAL ASSETS $8,891,793  $7,706,746 
         
LIABILITIES AND STOCKHOLDERS’ DEFICIT        
Current Liabilities        
Accounts payable and accrued liabilities  2,447,418   2,133,683 
Loan payable  4,284,572   1,627,228 
Deferred revenue  492,553   290,099 
Due to related parties  2,613,458   2,878,924 
Tax payable  17,372   4,630 
Other current liabilities  56,269   104,065 
Total Current Liabilities  9,911,642   7,038,629 
         
TOTAL LIABILITIES  9,911,642   7,038,629 
         
Stockholders’ Deficit        
Preferred stock: 100,000,000 authorized; $0.0001 par value 0 and 0 shares issued and outstanding  -   - 
Common stock, par value $0.001; 1,000,000,000 shares authorized, 506,920,000 shares issued and outstanding  506,920   506,920 
Capital deficiency  (1,554,441)  (32,421)
Accumulated other comprehensive loss  (160,350)  (114,073)
Retained earnings  188,022   307,691 
Total Stockholders’ Deficit  (1,019,849)  668,117 
         
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT $8,891,793  $7,706,746 
  Three months ended December 31,  Nine months ended December 31, 
  2017  2016  2017  2016 
  (Restated)     (Restated)    
REVENUES $3,063,211  $2,413,505  $10,677,416  $2,413,505 
                 
COST OF REVENUES  (2,702,415)  (2,053,447)  (9,472,377)  (2,053,447)
                 
GROSS (LOSS) PROFIT  360,796   360,058   1,205,039   360,058 
                 
OPERATING EXPENSES                
Selling and marketing  (4,106)  (736)  (21,643)  (736)
General and administrative  (419,057)  (292,537)  (1,216,486)  (292,537)
Total operating expenses  (423,163)  (293,273)  (1,238,129)  (293,273)
                 
(LOSS) INCOME FROM OPERATIONS  (62,367)  66,785   (33,090)  66,785 
                 
OTHER INCOME, NET  7,204   2,677   5,621   2,677 
                 
(LOSS) INCOME BEFORE INCOME TAX EXPENSE  (55,163)  69,462   (27,469)  69,462 
                 
INCOME TAX EXPENSE  (5,976)  (13,191)  (13,713)  (13,191)
                 
NET (LOSS) INCOME  (61,139)  56,271   (41,182)  56,271 
Foreign currency translation (loss) gain  (29,568)  6,907   (99,407)  6,907 
TOTAL COMPREHENSIVE (LOSS) INCOME $(90,707) $63,178  $(140,589) $63,178 
                 
EARNINGS PER SHARE                
Basic and diluted  0.00   0.00   0.00   0.00 
Weighted average number of shares outstanding – Basic and diluted  506,920,000   500,000,000   506,920,000   500,000,000 

 

The accompanyingSee accompany notes are an integral part of these unauditedto the condensed consolidated financial statements.

 

4
 

 

ADDENTAX GROUP CORP. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations and Comprehensive LossCONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)(In U.S. Dollars, except share data or otherwise stated)

FOR THE NINE MONTHS ENDED DECEMBER 31, 2017 AND 2016 (UNAUDITED)

 

  For the Three Months Ended  For the Six Months Ended 
  September 30,  September 30, 
  2017  2016  2017  2016 
             
Revenues $3,729,840   2,433,559  $8,046,794  $5,927,072 
Cost of revenue  3,366,742   2,047,859   7,403,721   5,083,084 
Gross Profit  363,098   385,700   643,073   843,988 
                 
Operating Expenses                
General and administration  374,505   401,552   755,548   789,188 
Total operating expenses  374,505   401,552   755,548   789,188 
                 
Operating Income (Loss)  (11,407)  (15,852)  (112,475)  54,800 
                 
Other Income (Expense)                
Other income  81   7,640   669   12,586 
Other expense  (41)  (213)  (1,735)  (689)
Total other income (expense)  40   7,427   (1,066)  11,897 
                 
Net loss before taxes  (11,367)  (8,425)  (113,541)  66,697 
Income tax  (3,912)  (5,081)  (6,128)  (15,326)
Loss from Continuing Operations  (15,279)  (13,506)  (119,669)  51,371 
                 
Net income (loss) $(15,279)  (13,506) $(119,669) $51,371 
                 
Other comprehensive income (loss)  (16,175)  (11,122)  (46,160)  (73,411)
Comprehensive Loss  (31,454)  (24,628)  (165,829)  (22,040)
                 
Net Loss Per Common Share – Basic and Diluted $(0.00)  (0.00) $(0.00) $0.00 
                 
Weighted Average Common Shares Outstanding  506,920,000   506,920,000   506,920,000   506,920,000 
  2017  2016 
  (Restated)    
CASH FLOWS FROM OPERATING ACTIVITIES:        
Net (loss) income $(41,182) $56,271 
Adjustments to reconcile net income to net cash used in operating activities:        
Depreciation  84,535   7,484 
Loss from disposal of plant and equipment  -   4,502 
Allowance for obsolete inventories  -   155,722 
Changes in operating assets and liabilities:        
(Increase) decrease in:        
Accounts receivable  150,665   (915,615)
Inventories  (20,147)  192,636 
Advances to suppliers  (617,048)  260,362 
Amounts due from related parties  -   (39,354)
Other receivables  (822,090)  (681,413)
Increase (decrease) in:        
Accounts payables  1,857,974   712,153 
Amounts due to related parties  -   (28,878)
Accrued expenses and other payables  385,254   64,516 
Advances from customers  (226,836)  (113,579)
Taxes payable  5,385   34,672 
Net cash provided by (used in) operating activities  756,510   (290,521)
         
CASH FLOWS FROM INVESTING ACTIVITIES:        
Purchase of plant and equipment  (76,788)  - 
Proceeds from sale of plant and equipment      5,871 
Payment for acquisition of subsidiaries  (3,025,751)  - 
Acquisition of businesses net of cash acquired  -   221,840 
Net cash provided by investing activities  (3,102,539)  227,711 
         
CASH FLOWS FROM FINANCING ACTIVITIES:        
Proceeds from related party borrowings  4,778,063   - 
Repayment of related party borrowings  (2,770,201)  - 
Proceeds from third party borrowings  829,081   547,051 
Repayment of third party borrowings  (525,978)  (254,401)
Net cash provided by financing activities  2,310,965   292,650 
         
NET INCREASE IN CASH AND CASH EQUIVALENTS  (35,064)  229,840 
Effect of exchange rate changes on cash and cash equivalents  4,524   (1,891)
Cash and cash equivalents, beginning of year  176,905   - 
CASH AND CASH EQUIVALENTS, END OF YEAR $146,365  $227,949 

 

The accompanyingSee accompany notes are an integral part of these unauditedto the condensed consolidated financial statements.

 

 5

 

ADDENTAX GROUP CORP. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash FlowsNOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)FOR THE NINE MONTHS ENDED DECEMBER 31, 2017 AND 2016 (UNAUDITED)

 

  For the Six Months Ended 
  September 30, 
  2017  2016 
       
CASH FLOWS FROM OPERATING ACTIVITIES        
Net Income (Loss) $(119,669) $51,371 
Adjustments to reconcile net income to net cash from operating activities:        
Depreciation  56,797   49,719 
Changes in operating assets and liabilities:        
Accounts receivable  398,010   (119,031)
Inventory  92,289   (189,515)
Prepaid expenses  (646,507)  3,554 
Other receivable  (150,455)  237,450 
Accounts payable  231,203   (36,326)
Deferred revenue  191,881   310,445 
Tax payable  12,554   18,270 
Other payable  (51,348)  (18,559)
Net cash provided by operating activities  14,755   307,378 
         
CASH FLOWS FROM INVESTING ACTIVITIES        
Acquisition of subsidiary  (1,500,000)  - 
Purchase of property and equipment  (3,142)  (101,255)
Note receivable  (854,795)  (621,926)
Collection of note receivable  336,597   - 
Loan to related parties  189,283   - 
Collection of loan to related parties  (29,940)  618,557 
Net cash used in investing activities  (1,861,997)  (104,624)
         
CASH FLOWS FROM FINANCING ACTIVITIES        
Proceed from borrowings  4,275,000   - 
Repayment of loans  (1,680,000)  - 
Loans from related parties, net  150   56,196 
Repayment of loans from related parties  (549,380)  - 
Net cash provided by financing activities  2,045,770   56,196 
         
Effects on changes in foreign exchange rate  3,116   (5,116)
         
Net increase in cash and cash equivalents  201,644   253,834 
Cash and cash equivalents - beginning of period  176,913   158,558 
Cash and cash equivalents - end of period $378,557  $412,392 
         
Supplemental Cash Flow Disclosures        
Cash paid for interest and income tax $-  $- 
Cash paid for income taxes $-  $- 

The accompanying notes are an integral part of these unaudited condensed financial statements

1. 6ORGANIZATION AND BUSINESS ACQUISITIONS

ADDENTAX GROUP CORP.

Notes to the Condensed Consolidated Financial Statements

September 30, 2017

(Unaudited)

NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS

 

Addentax Group Corp. (“the Company”, “we”, “us” or “our”ATXG”) was incorporated in Nevada on October 28, 2014, and before the Company wastransaction described below, ATXG is engaged in the field of producing images on multiple surfaces using heat transfer technology.

 

During the reporting period, the Company was mainly engaged in textile and garment manufacturing and providing logistics services to its customers. The Company also provides business consultancy to their customers in assisting them to identify weaknesses in their operation in order to optimize their efficiency. The Company also assists their customers in improving their supply chain management which involves the movement and storage of raw materials, of work in progress inventory, and of finished goods from point of origin to point of consumption.

Share Exchange and Reorganization

AsOn December 28, 2016, ATXG acquired 250,000,000 shares of the Effective Dateissued and pursuant to a Securities Purchase Agreement dated September 25, 2017, the Company andoutstanding stock of Yingxi Industrial Chain Group Co., Ltd.(“Yingxi”), have determined that all conditions necessary to close. The 250,000,000 shares of Yingxi were acquired from the Share Exchange Agreement have been satisfiedmembers of Yingxi in a share exchange transaction in return for the issuance of 500,000,000 shares of common stock of ATXG. The 250,000,000 shares of Yingxi constitute 100% of its issued and thereforeoutstanding stock, and as a result of the date hereof, the Share Exchange Agreement was closed and as suchtransaction, Yingxi has becomebecame a wholly-owned subsidiary of ATXG. And following the Company. As perconsummation of the Share Exchange Agreement,acquisition and giving effect to the Company acquired 250,000,000 sharessecurities exchanged in the offering, the members of Yingxi representing 100%will beneficially own approximately ninty-nine (99%) of the issued and outstanding common stock of ATXG.

Yingxi was incorporated in the Republic of Seychelles on August 4, 2016. ATXG, together with Yingxi and its subsidiaries (the “Company”) operates primarily in the People’s Republic of China (“PRC” or “China”) and is engaged in the business of garments manufacturing and providing logistic services.

On December 15, 2016, Yingxi entered into an equity transfer agreement with the shareholder of Yingxi from the Industrial Chain Investment Co., Ltd (“Yingxi shareholders andHK”) under which Yingxi agreed to pay total consideration of RMB21,008,886 (approximately $3,048,936) in cash in exchange for a 100% ownership interest in Yingxi HK. Yingxi HK was incorporated in Hong Kong in 2016. Yingxi HK is a holding company with no assets other than a 100% equity interest of the Company issued to Yingxi an aggregate of 500,000,000 shares of common stock.following subsidiaries:

 

RecapitalizationQianhai Yingxi Textile & Garments Co., Ltd (“QYTG”), a wholly-owned subsidiary of Yingxi HK, was incorporated in PRC in 2016.

 

For financial accounting purposes, this transactionShenzhen Qianhai Yingxi Industrial Chain Services Co., Ltd (“YX”), a wholly-owned subsidiary of QYTG, was treated asincorporated in PRC in 2016.

Xin Kuai Jie Transport Co., Ltd (“XKJ”), a reverse acquisition by Yingxi, and resultedwholly-owned subsidiary of YX, was incorporated in PRC in 2001. XKJ is engaged in the provision of logistic services.

Shenzhen Hua Peng Fa Logistics Co., Ltd (“HPF”), a recapitalization with Yingxi beingwholly-owned subsidiary of YX, was incorporated in the accounting acquirer and Addentax Group Corp. asPRC in 2006. HPF is engaged in the acquired company. The consummationprovision of this reverse acquisition resultedlogistic services.

Dongguan Heng Sheng Wei Garments Co., Ltd (“HSW”), a wholly-owned subsidiary of YX, was incorporated in the PRC in 2009. HSW is a changegarment manufacturer.

Shantou Chenghai Dai Tou Garments Co., Ltd (“DT”), a wholly-owned subsidiary of control. Accordingly,YX, was incorporated in the historical financial statements priorPRC in 2009. DT is a garment manufacturer.

2.RESTATEMENT OF PREVIOUSLY ISSUED CONSOLIDATED FINANCIAL STATEMENTS

Subsequent to the acquisition are thoseissuance of the accounting acquirer, Yingxi and have been prepared to give retroactive effect toCompany’s Form 10-Q for the reverse acquisition completed on September 25,period ended December 31, 2017, and represent the operations of Yingxi. The consolidated financial statements after the acquisition date, September 25, 2017 include the balance sheets of both companies at historical cost, the historical results of Yingxi and the results of the Company from the acquisition date. All share and per share information indetermined that material adjustments were needed to correct certain accounting errors. Accordingly, the accompanying consolidated financial statements of the Company as of December 31, 2017 and footnotes hasMarch 31, 2017, and the related notes hereto, have been retroactively restated to reflectcorrect these accounting errors (the “Restatement”). A summary of these accounting errors, and their effect on the recapitalization.Company’s consolidated financial statements is as follows:

 

1)The Company had historically presented certain related party balances as other receivables and payables in the Company’s consolidated balance sheet. However, subsequent to the issuance of the Company’s Form 10-Q for the period ended December 31, 2017, the Company determined that the correct presentation of these related party balances should be separately disclosed. Accordingly, the accompanying consolidated balance sheet as of December 31, 2017 and Note 7 have been restated to reclassify $225,029 and $3,700,572 to amount due from related parties and amount due to related parties, respectively.
2)The Company had historically recognized incorrect amounts of revenue and cost of revenue in its consolidated statement of operations due to inaccurate cut off. Subsequent to the issuance of the Form 10-K for the year ended March 31, 2017, the Company determined that revenue and cost of revenue on such cut off error were overstated. Accordingly, the accompanying consolidated financial statements for the three and nine months ended December 31, 2017 have been restated to reflect the correction of the proper recognition. The adjustments resulted in a decrease in revenue of $nil and $662,471; a decrease in cost of revenue of $3,166 and $728,641; and an increase in gross profit of $4,378 and $66,170 for the three and nine months ended December 31, 2017, respectively.
3)The Company had presented incorrect unaudited balance sheets for comparative period as of March 31, 2017, the errors principally relate to the recognition of incorrect amounts of revenues and expenses. The incorrect amount was subsequently adjusted and the audited financial statements as of March 31, 2017 were incorporated into the Company’s Form 10-K was filed on July 16, 2017. Accordingly, the accompanying consolidated financial statements as of March 31, 2017 have been restated for these adjustments.

NOTE 2 - GOING CONCERNThe effect of these adjustments on the Company’s consolidated balance sheets as of December 31, 2017 and March 31, 2017, and cash flows for the nine months ended December 31, 2017 is summarized below:

Balance sheets: As of December 31, 2017  As of March 31, 2017 
  As filed  Restatement adjustments  As restated  As filed  Restatement adjustments  As restated 
Accounts receivable $4,626,213  $-  $4,626,213  $5,763,771  $(986,893) $4,776,878 
Other receivables  2,152,439   (225,029)  1,927,410   1,105,324   (4)  1,105,320 
Amount due from related parties  64,181   225,029   289,210   127,548   4   127,552 
Total current assets  8,394,391   -   8,394,391   7,941,546   (986,893)  6,954,653 
Total assets  9,979,510   -   9,979,510   9,534,411   (986,893)  8,547,518 
Accounts payable  3,307,746   160,872   3,468,618   2,354,543   (743,900)  1,610,643 
Amount due to related parties  1,376,231   3,700,572   5,076,803   2,878,250   29,033   2,907,283 
Advances from customers  820,981   -   820,981   289,690   758,127   1,047,817 
Accrued expenses and other payables  3,985,978   (2,988,407)  991,571   334,292   (135,009)  199,283 
Payables for acquisition of business  -   -   -   3,049,765   (24,014)  3,025,751 
Total current liabilities  9,497,044   867,037   10,364,081   8,907,263   (115,763)  8,791,500 
Total liabilities  9,497,044   867,037   10,364,081   8,907,263   (115,763)  8,791,500 
Additional paid-in capital  (420,523)  -   (420,523)  (400,000)  (13,604)  (413,604)
Retained earnings  406,174   (819,158)  (412,984)  498,417   (870,219)  (371,802)
Accumulated other comprehensive income  (31,644)  (47,879)  (79,523)  7,192   12,692   19,884 
Total equity  482,466   (867,037)  (384,571)  627,148   (871,131)  (243,983)
Total liabilities and equity  9,979,510   -   9,979,510   9,534,411   (986,894)  8,547,517 

Statements of loss and comprehensive loss: For the three months ended
December 31, 2017
  For the nine months ended
December 31, 2017
 
  As filed  Restatement adjustments  As restated  As filed  Restatement adjustments  As restated 
Revenues $3,061,999  $1,211  $3,063,211  $11.339,887  $(662,471) $10,677,416 
Cost of revenues  (2,705,581)  (3,166)  (2,702,415)  (10,201,018)  728,641   (9,472,377)
Gross profit  356,418   4,378   360,796   1,138,869   66,170   1,205,039 
Loss from operations  (66,745)  4,378   (62,367)  (99,260)  66,170   (33,090)
Loss before income tax expense  (59,541)  4,378   (55,163)  (92,133)  64,664   (27,469)
Net loss  (65,517)  4,378   (61,139)  (105,846)  64,664   (41,182)
Foreign currency translation loss  (8,932)  (20,636)  (29,568)  (38,836)  (60,571)  (99,407)
Total comprehensive loss  (74,449)  (16,258)  (90,707)  (144,682)  4,093   (140,589)

Statements of cash flow: For the nine months ended December 31, 2017 
  As filed  Restatement adjustments  As restated 
Net loss $(105,846) $64,664  $(41,182)
Accounts receivable  1,137,558   (986,893)  150.665 
Amounts due from related parties  62,088   (62,088)  - 
Other receivables  (1,047,115)  225,025   (822,090)
Accounts payable  953,203   904,771   1,857,974 
Amounts due to related parties  (1,502,019)  1,502,019   - 
Accrued expenses and other payables  1,248,142   (862,888)  385,254 
Advances from customers  531,291   (758,127)  (226,836)
Net cash provided by operating activities  730,027   26,483   756,510 
Payment for the acquisition of subsidiaries  (3,049,765)  24,014   (3,025,751)
Net cash used in investing activities  (3,126,553)  24,014   (3,102,539)
Proceeds from related party borrowings  -   4,778,063   4,778,063 
Repayment of related party borrowings  -   (2,770,201)  (2,770,201)
Proceeds from third party borrowings  7,217,389   (6,388,308)  829,081 
Repayment of third party borrowings  (4,855,927)  4,329,949   (525,978)
Net cash provided by financing activities  2,361,462   (50,497)  2,310,965 

3.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a)Basis of Presentation

 

The accompanying unaudited interimcondensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. For the 6 months ended September 30, 2017, the Company has suffered a loss from operations of $119,669. The Company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ended March 31, 2018.

The ability of the Company to emerge from an early stage is dependent upon, among other things, obtaining additional financing to continue operations, and development of its business plan. In response to these problems, management intends to raise additional funds through public or private placement offerings.

These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying unaudited interim financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 7

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited consolidated financial statements have beensubsidiaries are prepared in accordance with accounting principles generally accepted accounting principles in the United States of America for interim financial information(“US GAAP”) and with the instructions to Regulation S-X.

In the opinion of management, all adjustments consisting of normal recurring entries necessary for a fair statement of the periods presented for: (a) the financial position; (b) the result of operations; and (c) cash flows, have been made in order to make the consolidated financial statements presented not misleading. The results of operations for such interim periods are not necessarily indicative of operations for a full year.

Basis of Consolidation

These consolidated financial statements include the accounts of Yingxi Industrial Chain Group Co., Ltdthe Company and its wholly-owned subsidiaries. All material intercompany balancesinter-company accounts and transactions have been eliminated in consolidation.

(b)Economic and Political Risks

 

PrincipalThe Company’s operations are conducted in the PRC. Accordingly, the Company’s business, financial condition and results of subsidiariesoperations may be influenced by the political, economic and legal environment in the PRC, and by the general state of the PRC economy.

 

The detailsCompany’s operations in the PRC are subject to special considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks associated with, among others, the political, economic and legal environment and foreign currency exchange. The Company’s results may be adversely affected by changes in the political and social conditions in the PRC, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion, remittances abroad, and rates and methods of taxation.

(c)Foreign Currency Translation

The Company’s reporting currency is the U.S. dollar. The functional currency of the principal subsidiariesparent company is the U.S. dollar and the functional currency of the CompanyCompany’s operating subsidiaries is the Chinese Renminbi (“RMB”). For the subsidiaries whose functional currencies are set out as follows:the RMB, all assets and liabilities are translated at exchange rates at the balance sheet date and revenue and expenses are translated at the average yearly exchange rates and equity is translated at historical exchange rates. Any translation adjustments resulting are not included in determining net income but are included in foreign exchange adjustment to other comprehensive income, a component of equity.

 

Name(d)Use of subsidiariesPlace of incorporationPercentage of interest  Principal activitiesEstimates
Shares held directly
Yingxi Industrial Chain Group Co., Ltd (“Yingxi”)Seychelles100%Investment holdings
Shares held indirectly
Yingxi Industrial Chain Investment Co., Ltd (“YICI”)

Hong Kong China

100%Investment holdings
Dongguan Heng Sheng Wei Garments Co., Ltd (“DHSW”)China100%Garment manufacturing and business consultancy
Qianhai Yingxi Textile and Garments Co., Ltd (“QYTG”)China100%Investment holdings
Shantou Chenghai Dai Tou Garments Co., Ltd (“SCDT”)China100%Garment manufacturing
Shenzhen Hua Peng Fa Logistics Co., Ltd (“SHPF”)China100%Logistics and business consultancy
Shenzhen Qianhai Yingxi Industrial Chain Service Co., Ltd (“SQYI”)China100%Investment holdings
Shenzhen Xin Kuai Jie Transport Co., Ltd (“SXKJ”)China100%Logistics

Use of Estimates

 

The preparation of the consolidated financial statements is in conformity with theUS GAAP that requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities. It also requires theliabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amountamounts of revenues and expenses during the reporting period. Actualperiods. Management makes these estimates using the best information available at the time the estimates are made; however actual results could differ materially from those estimates.

 

Foreign Currency Translation

The Company’s reporting currency is the U.S. Dollars (“USD”). The functional currency of the Company and its subsidiaries is Chinese Yuan Renminbi (“RMB”). All transactions initiated in RMB are translated into USD in accordance with ASC 830,“Foreign Currency Matters,”as follows:

(e)i)Assets and liabilities at the rate of exchange in effect at the balance sheet date.
ii)Equities at historical rate
iii)Revenue and expense items at the average rate of exchange prevailing during the period.Fair Value Measurement

 

Adjustments arising from such translations are includedAccounting Standards Codification (“ASC”) 820 “Fair Value Measurements and Disclosures”, which defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. The statement clarifies that the exchange price is the price in accumulated other comprehensive incomean orderly transaction between market participants to sell the asset or transfer the liability in shareholders’ equity.the market in which the reporting entity would transact for the asset or liability, that is, the principal or most advantageous market for the asset or liability. It also emphasizes that fair value is a market-based measurement, not an entity-specific measurement, and that market participant assumptions include assumptions about risk and effect of a restriction on the sale or use of an asset.

 

 8

This ASC establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:

 

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

  September 30, 2017  March 31, 2017  September 30, 2016 
          
Spot CNY: USD exchange rate $0.1503  $0.1452  $0.15 
Average CNY: USD exchange rate $0.1458 - 0.1500  $0.1487  $0.1500 - 0.1531 
Spot HKD: USD exchange rate $0.1289  $0.1289  $0.1289 
Average HKD: USD exchange rate $0.1289  $0.1289  $0.1289 

 

Accounts ReceivableLevel 2: Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and

Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

At December 31, 2017, the Company has no financial assets or liabilities subject to recurring fair value measurements.

 

The Company’s financial instruments include cash, accounts receivable, consistsadvances to suppliers, other receivables, accounts payable, other payables, taxes payables and related party receivables or payables. Management estimates that the carrying amounts of trade receivablesfinancial instruments approximate their fair values due to their short-term nature. The fair value of amounts with related parties is not practicable to estimate due to the related party nature of the underlying transactions.

(f)Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. The Company had no cash equivalents at December 31, 2017.

(g)Accounts Receivable

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of accounts receivable. The Company extends credit to its customers in the normal course of business and generally does not require collateral. The Company’s credit terms are dependent upon the segment, and the customer. The Company assesses the probability of collection from customers. Theeach customer at the outset of the arrangement based on a number of factors, including the customer’s payment history and its current creditworthiness. If in management’s judgment collection is not probable, the Company does not record revenue until the uncertainty is removed.

Management performs ongoing credit evaluations, and the Company maintains an allowance for potential credit losses based upon its loss history and its aging analysis. The allowance for doubtful accounts is the Company’s best estimate of the amount of credit losses in existing accounts receivable. Management reviews the allowance for doubtful accounts each reporting period based on a detailed analysis of trade receivables. In the Company’s assessmentanalysis, management primarily considers the age of collectabilitythe customer’s receivable, and also considers the creditworthiness of the customer, receivable. The Company analyzes pastthe economic conditions of the customer’s industry, general economic conditions and trends, and the business relationship and history with a customer, customer credit, collection history, and financial condition when evaluatingits customers, among other factors. If any of these factors change, the Company may also change its original estimates, which could impact the level of the Company’s future allowance for doubtful accounts. If judgments regarding the collectability of customer accounts. Uncollectible accounts are charged offreceivables were incorrect, adjustments to the allowance when it is deemed probable that the receivable will notmay be recovered.

  September 30, 2017  March 31, 2017 
       
Within 1 year $2,132,179  $2,335,027 
1 - 2 year  2,343,906   2,372,796 
2 - 3 year      1,653 
  $4,476,085  $4,709,476 

For the concentration risk disclosure, please refer to Note 10.required, which would reduce profitability.

 

Financial InstrumentsAccounts receivable are recognized and carried at the original invoice amount less an allowance for any uncollectible amounts. An estimate for doubtful accounts receivable is made when collection of the full amount is no longer probable. Bad debts are written off as incurred. No allowance for doubtful accounts was made for the three and nine months ended December 31, 2017.

 

The Company’s consolidated financial instruments consist primarily of cash,following customers had an accounts receivable prepaid expenses, inventory and other assets,balance greater than 10% of total accounts payable and accrued expenses and other payables. The carrying amounts of such financial instruments approximate their respective estimated fair value due to their short-term maturities.receivable at December 31, 2017.

 

Concentrations of Credit Risks

Customer A35%
Customer B11%
(h)Inventories

 

The Company’s exposure to concentrationsManufacturing segment inventories consist of credit risk primarily related to its cashraw materials, work in progress and cash equivalents. The Company places its cashfinished goods and cash equivalents with financial institutions of high credit worthiness. The Company’s management assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited.

Inventory

Inventory is stated at the lower of cost, (weighted average)determined on a weighted average basis, or net realizable value. The Company’s inventoryNet realizable value is constantly monitoredthe estimated selling price in the ordinary course of business less the estimated cost of completion and the estimated costs necessary to make the sale. When inventories are sold, their carrying amount is charged to expense in the period in which the revenue is recognized. Write-downs for obsolescence. This is based ondeclines in net realizable value or for losses of inventories are recognized as an expense in the management’s estimatesperiod the impairment or loss occurs. No allowance for obsolete finished goods was made for the three and they have taken into considerations factors such as turnover, technical obsolescence, right of return status to suppliers and price protection offered by suppliers. These estimates are necessarily subject to a degree of measurement uncertainty. Reserves for slow-moving and obsolete inventory at September 30, 2017 were $0 and at Marchnine months ended December 31, 2017were $0.

 9

Related Parties2017.

 

TheDuring the three and nine months ended December 31, 2017, approximately 62% and 57% of total inventory purchases were from the Company’s five largest suppliers, respectively. Management believes that should the Company follows ASC 850,“Related Party Disclosures,”forlose any one of its major suppliers, other suppliers are available that could provide similar products to the identification of related parties and disclosure of related party transactions see Note 9.Company on comparable terms.

 

Property and Equipment

(i)Plant and Equipment

 

PropertyPlant and equipment are carried at cost less accumulated depreciation. Cost includes all direct costs necessary to acquire and prepare assets for use.

The costsDepreciation is provided over the assets’ estimated useful lives, using the straight-line method. Estimated useful lives of repairs and maintenance are expensed when incurred, while expenditures for refurbishments and improvements that significantly add to the productive capacity or extend the useful life of an asset are capitalized. When assets are retired or sold, the asset’s cost and related accumulated depreciation are eliminated with any remaining gain or loss recognized in net earnings.

Depreciation of plant and equipment is recorded on the straight-line method over estimated useful lives, generallyare as follows:

 

Production plant  Years5-10 years 
Production equipmentMotor vehicles  5 - 10
Vehicles3 - 1510-15 years 
Office equipment  5 - 105-10 years 

 

ImpairmentThe cost and related accumulated depreciation of long-lived assets sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the statement of income. The cost of maintenance and repairs is charged to the statement of income as incurred, whereas significant renewals and betterments are capitalized.

(j)Goodwill

Goodwill represents the excess of the purchase price over the net fair value of the identifiable tangible and intangible assets acquired and the fair value of liabilities assumed in acquisitions. ASC350-30-50 “Goodwill and Other Intangible Assets”, requires the testing of goodwill and indefinite-lived intangible assets for impairment at least annually. The Company tests goodwill for impairment in the fourth quarter of each year.

 

We evaluate carryingUnder applicable accounting guidance, the goodwill impairment analysis is a two-step test. The first step of the goodwill impairment test involves comparing the fair value of long-livedeach reporting unit with its carrying amount including goodwill. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired; however, if the carrying amount of the reporting unit exceeds its fair value, the second step must be performed to measure potential impairment.

The second step involves calculating an implied fair value of goodwill for each reporting unit for which the first step indicated possible impairment. If the implied fair value of goodwill exceeds the goodwill assigned to the reporting unit, there is no impairment. If the goodwill assigned to a reporting unit exceeds the implied fair value of goodwill, an impairment charge is recorded for the excess.

In the fourth quarter of 2016, the Company tested goodwill for impairment and it was determined that goodwill was not impaired and none of the Company’s reporting units with significant goodwill was at risk of failing step one of this goodwill impairment test.

(k)Accounting for the Impairment of Long-Lived Assets

Long-lived assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances would indicate that itthe carrying amount of assets may not be recoverable. It is more likely than not their carrying values may exceed their realizable values,reasonably possible that these assets could become impaired as a result of technology or other industry changes. Determination of recoverability of assets to be held and records impairment charges when considered necessary.

When circumstances indicate that impairment may have occurred, the Company tests such assets for recoverabilityused is by comparing the estimatedcarrying amount of an asset to future net undiscounted future cash flows expected to result frombe generated by the use ofassets. If such assets and their eventual dispositionare considered to their carrying amount. In estimating these future cash flows, assets and liabilities are grouped at a lowest level forbe impaired, the impairment to be recognized is measured by the amount by which there are identifiable cash flows that are largely independent of the cash flows generated by other such groups. If the undiscounted future cash flows are less than the carrying amount of the asset, an impairment loss, measured asassets exceeds the excessfair value of the assets. Assets to be disposed of are reported at the lower of the carrying value of the asset over its estimatedamount or fair value is recognized. Fair values are determined based on discounted cash flows, quoted market values or external appraisals as applicable.less costs to sell.

 

Revenue RecognitionThere was no impairment of long-lived assets as of December 31, 2017.

(l)Revenue Recognition

 

The Company recognizes manufacturing revenue onlyfrom product sales, net of value added taxes, upon delivery at which time title passes to the customer provided that there are no uncertainties regarding customer acceptance, persuasive evidence of an arrangement exists, the sales price is fixed and determinable and collectability is deemed probable. Service revenue is recognized at the time at the point in time when alldelivery is completed and the shipping terms of the following criteriacontract have been met:satisfied.

Cost of revenues for manufacturing segment includes the direct raw material cost, direct labor cost, manufacturing overheads including depreciation of production equipment and rent. Cost of for service segment includes gasoline and diesel fuel, toll charges and subcontracting fees.

 

(m)i)Persuasive evidence for an agreement exists;
ii)Service has been provided;
iii)The fee is fixed or determinable; and,
iv)Collection is reasonably assured.Earnings Per Share

 

Deferred RevenueThe Company reports earnings per share in accordance with ASC 260 “Earnings Per Share”, which requires presentation of basic and diluted earnings per share in conjunction with the disclosure of the methodology used in computing such earnings per share. Basic earnings per share excludes dilution and is computed by dividing income available to common stockholders by the weighted average common shares outstanding during the period. Diluted earnings per share takes into account the potential dilution that could occur if securities or other contracts to issue common stock were exercised and converted into common stock. Further, if the number of common shares outstanding increases as a result of a stock dividend or stock split or decreases as a result of a reverse stock split, the computations of a basic and diluted earnings per share shall be adjusted retroactively for all periods presented to reflect that change in capital structure.

 

Deferred revenue are services billedThe Company’s basic earnings per share is computed by dividing the net income available to customers for whichholders by the servicesweighted average number of the Company’s ordinary shares outstanding. Diluted earnings per share reflects the amount of net income available to each ordinary share outstanding during the period plus the number of additional shares that would have not been fully performed. Asoutstanding if potentially dilutive securities had been issued. The Company had no potentially dilutive ordinary shares as of September 30, 2017 and MarchDecember 31, 2017, deferred revenue were $492,553 and $290,099, respectively.2017.

 

Income Taxes

(n)Income Taxes

 

The Company accounts for income taxes using the asset and liability method in accordance withprescribed by ASC 740“Accounting for Income Taxes.” The asset and liability “Income Taxes”. Under this method, provides that deferred tax assets and liabilities are recognized fordetermined based on the expected future tax consequences of temporary differencesdifference between the financial reporting and tax bases of assets and liabilities and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect whenin the year in which the differences are expected to reverse. The Company records a valuation allowance to reduceoffset deferred tax assets toif based on the amountweight of available evidence, it is more-likely-than-not that is believed more likely thansome portion, or all, of the deferred tax assets will not to be realized.

 10

Uncertain Tax Positions The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.

 

The Company follows guidance issued by the FASB regarding accounting for uncertainty in income taxes. This guidance clarifies the accounting for income taxes by prescribing the minimum recognition threshold an incomedoes not have any material unrecognized tax position is required to meet before being recognized in the financial statements and applies to all income tax positions. Each income tax position is assessed using a two-step process. A determination is first made as to whether it is more likely than not that the income tax position will be sustained, based upon technical merits, upon examination by the taxing authorities. If the income tax position is expected to meet the more likely than not criteria, the benefit recorded in the financial statements equals the largest amount that is greater than 50% likely to be realized upon its ultimate settlement.benefits.

 

The Company recordsis governed by the Income Tax Laws of the PRC. The PRC federal statutory tax rate is 25%. The Company files income tax relatedreturns with the relevant government authorities in the PRC. The Company does not believe there will be any material changes in its unrecognized tax positions over the next 12 months.

The Company’s policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of the provision for income tax expense. As of September 30, 2017The Company does not have any accrued interest or penalties associated with any unrecognized tax benefits, nor was any interest expense recognized during the three and Marchnine months ended December 31, 2017,2017. The Company’s effective tax rate differs from the Company determined there were no uncertainPRC federal statutory rate primarily due to non-deductible expenses, temporary differences and preferential tax provisions.treatment.

 

Earnings (Loss) Per ShareNew U.S. federal tax legislation, commonly referred to as the Tax Cuts and Jobs Act (the “U.S. Tax Reform”), was signed into law on December 22, 2017. The U.S. Tax Reform modified the U.S. Internal Revenue Code by, among other things, reducing the statutory U.S. federal corporate income tax rate from 35% to 21% for taxable years beginning after December 31, 2017; limiting and/or eliminating many business deductions; migrating the U.S. to a territorial tax system with a one-time transaction tax on a mandatory deemed repatriation of previously deferred foreign earnings of certain foreign subsidiaries; subject to certain limitations, generally eliminating U.S. corporate income tax on dividends from foreign subsidiaries; and providing for new taxes on certain foreign earnings. Taxpayers may elect to pay the one-time transition tax over eight years, or in a single lump-sum payment. The Company measured the current and deferred taxes based on the provisions of the Tax legislation. After the Company’s measurement, no deferred tax benefit nor expense relating to the Tax Act changes for the period ended December 31, 2017.

 

The Company has adopted ASC 260,“Earnings Per Share,” (“EPS”) which requires presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures, and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. In the accompanying consolidated statements of operations and comprehensive loss, basic loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period.

The Company had no potentially dilutive securities, such as convertible debt, options or warrants, issued and outstanding during the six months ended September 30, 2017 and 2016.

Recent Accounting Pronouncements

The Company has reviewed all other recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on our consolidated financial statements.

(o)Recently issued and adopted accounting pronouncements

 

In September 2017,May 2014, the FASB has issued Accounting Standards Update (ASU) No. 2017-13,“Revenue RecognitionASU 2014-09, “Revenue from Contracts with Customers (Topic 605), 606).” (“ASU 2014-09”). The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 supersedes most existing revenue recognition guidance in US GAAP. In August 2015, the FASB issued ASU 2015-14,Revenue from Contracts with Customers (Topic 606): Deferral of Effective Date (“ASU 2015-14”), Leases (Topic 840),which defers the effective date of ASU 2014-09 to January 1, 2018 for the Company. Early adoption is permitted. The Company expects to adopt ASU 2014-09 utilizing the modified retrospective method in the first quarter of 2018.

The Company is in the process of reviewing revenue contracts across each revenue stream and Leases (Topic 842): Amendmentscontinues to SEC Paragraphs Pursuantevaluate the impact the standard would have on each revenue stream. As a result of the Company’s evaluation performed to date, the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments.”The amendments in ASU No. 2017-13 amends the early adoption date option for certain companies related toCompany does not believe the adoption of ASU No. 2014-09 and ASU No. 2016-02. Both ofthis new standard will have a material impact on the below entities may still adopt using the public company adoption guidance in the related ASUs, as amended. The effective date is the same as the effective date and transition requirements for the amendments for ASU 2014-09 and ASU 2016-02.Company’s revenue recognition policy.

 

In May 2014,January 2016, the FASB issued an accounting standards updateASU 2016-01, “Financial Instruments-Overall (Subtopic 825-10): Recognition and introduced a 5-step approach which modifies the requirements for identifying, allocating,Measurement of Financial Assets and recognizing revenue related to the achievementFinancial Liabilities(“ASU 2016-01”)”. The standard addresses certain aspects of performance conditions under contracts with customers. This update also requires additionalrecognition, measurement, presentation, and disclosure related to the nature, amount, timing, and uncertainty of revenue that is recognized under contracts with customers. This guidancefinancial instruments. ASU 2016-01 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. The Company evaluated the impact of adopting the new standard and conclude there was no material impact to its consolidated financial statement.

In February 2016, the FASB issued ASU 2016-02,“Lease (Topic 842)”, which amends recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases. Under the new guidance, lessees will be required to recognize a lease liability and a right-of-use asset for all leases (with the exception of short-term leases) at the commencement date. This standard will take effect for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company is currently assessing the impact of this new standard on its consolidated financial statements.

In August 2016, the FASB issued ASU 2016-15, “Statement of Cash flows -—Classification of Certain Cash Receipts and Cash Payment”, effective for the fiscal years beginning after December 15, 2017, and is requiredinterim periods within that fiscal year. This Update addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice. The Company evaluated the impact of adopting the new standard on its consolidated financial statements and conclude there was no material impact to the Company’s financial statement.

In January, 2017, the FASB issued 2017-01 “Business Combinations”, effective for the annual reporting period beginning after December 15, 2017, and interim period within that period. This Updated clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be applied retrospectivelyaccounted for as acquisitions of assets or business. The Company evaluated the impact of adopting the new standard on its consolidated financial statements and conclude there was no material impact to all revenue arrangements.the Company’s financial statement.

In February 2017, the FASB issued ASU 2017-05 “Other Income—Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20)”, effective for the annual reporting period beginning after the December 15, 2017, including the interim reporting period within that period. This update provides guidance on the recognition of gains and losses on transfers of nonfinancial assets and in substance nonfinancial assets to counterparties that are not customers. The adoptionCompany evaluated the impact of this guidance isadopting the new standard on its consolidated financial statements and conclude there was no material impact to the Company’s financial statement.

The Company reviews new accounting standards as issued. Management has not expected toidentified any other new standards that it believes will have a significant impact on the Company’s consolidated financial statements.

 

In

4.BUSINESS ACQUISITION

On December 10, 2016, the FASB has issued Accounting Standards Update (ASU) No. 2016-20, “Technical Corrections and ImprovementsCompany entered into an equity transfer agreement relating to Topic 606, Revenue from Contracts with Customers.” The amendments affect narrow aspectsthe acquisition of 100% of the guidance issued in ASU 2014-09 including Loan Guarantee Fees, Contract Costs, Provisions for Lossesequity of Yingxi Industrial Chain Investment Co., Ltd (“Yingxi HK”) and subsidiaries. The acquisition was financed with proceeds from the Company’s borrowings from a third party. The acquisition was closed on Construction-Type and Production-Type Contracts, DisclosureDecember 15, 2016. The results of Remaining Performance Obligations, Disclosureoperations of Prior Period Performance Obligations, Contract Modifications, Contract Asset vs. Receivable, Refund Liability, Advertising Costs, Fixed Odds Wagering ContractsYingxi HK are included in the Casino Industry, and Costs Capitalized for Advisors to Private Funds and Public Funds. The effective date and transition requirements for the amendments are the same as the effective date and transition requirements for FASB Accounting Standards Codification Topic 606. Public entities should apply Topic 606 (and related amendments) for annual reporting periodsCompany’s consolidated financial statements beginning afteron December 15, 2017, including interim reporting periods therein.

 11

NOTE 4 – INVENTORY

Inventory at September 30, 2017 and March 31, 2017consist of the following:

  September 30, 2017  March 31, 2017 
       
Raw material $166,240  $300,662 
Work in progress  94,267   40,340 
Finished goods  270,292   261,121 
  $530,799  $602,123 

NOTE 5 – NOTES RECEIVABLE

Note receivable at September 30, 2017 and March 31, 2017amounted to $1,613,812 and $1,057,437, respectively.2016.

 

The amounts are interest free, unsecuredfollowing represents the purchase price allocation at the dates of the acquisition:

Cash and cash equivalents $230,390 
Other current assets  6,373,688 
Plant and equipment  710,829 
Goodwill  929,662 
Current liabilities  (5,174,094)
Statutory reserves  (21,539)
Total purchase price $3,048,936 

5.ACCOUNTS RECEIVABLES

The Company provides an allowance for doubtful accounts receivable. The receivables and have no fixed terms of repayment. Asallowance balances at September 30,December 31, 2017 and March 31, 2017 there were no interest due and outstanding and no provision had beenare as follows:

  December 31, 2017  March 31, 2017 
  (Restated)  (Restated) 
Accounts receivable $4,626,213  $4,776,878 
Less: allowance for doubtful accounts  -   - 
Accounts receivable, net $4,626,213  $4,776,878 

No allowance for doubtful accounts was made for non-repayment of the loan or interest.period ended December 31, 2017 and year ended March 31, 2017.

 

6.OTHER RECEIVABLES

NotesOther receivables consisted mainly of interest-free loanprimarily represent unsecured and non-interest bearing short-term advances that the Company makes from time-to-time to third-party entities. These advances are unsecured and due from unrelated third parties, social insurance and housing provident fund, and input Value Added Tax to be credited.

on demand.

 

7.RELATED PARTY TRANSACTIONS

  September 30, 2017  March 31, 2017 
       
Interest-free loan $1,590,142  $1,039,401 
Social insurance and housing provident fund  23,670   18,036 
Input Value Added Tax to be credited  -   - 
  $1,613,812  $1,057,437 

Name of Related PartiesRelationship with the Company
Zhida HongPresident, CEO, CFO and a director of the Company
Zhongpeng ChenA legal representative of HPF
Bihua YangA legal representative of XKJ
Dewu HuangA legal representative of DT
Qiuying ChenA spouse of legal representative of DT
Yingping DingA legal representative of HSW
Jinlong HuangA spouse of legal representative of HSW
Shenzhen Qianhai Bitun Investment Fund Management Co., Ltd.Huizhu Ma is a legal representative and principal shareholder
Shenzhen Bitun Textile Co., Ltd.Huizhu Ma is a legal representative and principal shareholder
Shenzhen Yingxi Investment & Development Co., Ltd.Sister of Huizhu Ma, a legal representative
Shenzhen BitunYihao Fund Partnership (Limited Partnership)Shenzhen Qianhai Bitun Investment Fund Management Co., Ltd. is a legal representative and principal shareholder
Bitun Apparel (Shezhen) Co., Ltd.Huijun Ma is a legal representative
Huizhu MaA director and principal shareholder of the Company’s principal shareholder
Xijuan HuangA spouse of legal representative of HPF

 

NOTE 6 – PROPERTY AND EQUIPMENTThe Company leases Shenzhen XKJ office rent-free from Bihua Yang.

 

Property and equipment at September 30, 2017 and March 31, 2017, consist of the following:

  September 30, 2017  March 31, 2017 
Cost:        
Production equipment $148,168  $141,713 
Means of transport  851,122   822,242 
office equipment  13,451   11,381 
   1,012,741   975,336 
Less: accumulated depreciation  (379,845)  (311,977)
  $632,896  $663,359 

Depreciation expense for the six months ended September 30, 2017 and 2016 amounted to $56,797 and $49,719, respectively.

NOTE 7 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities at September 30, 2017 and March 31, 2017, consist of the following:

  September 30, 2017  March 31, 2017 
Accounts payable $2,294,591  $2,042,221 
Accrued payroll  152,827   91,462 
Total $2,447,418  $2,133,683 

 12

  September 30, 2017  March 31, 2017 
Accounts payable outstanding:        
Within 1 year $1,839,754  $1,343,926 
1 - 2 year  454,837   698,295 
Total $2,294,591  $2,042,221 

NOTE 8 – LOAN PAYABLE

 

The componentsCompany had the following related party balances at the end of our short-term debtthe period/year:

Amounts due from related parties December 31, 2017  March 31, 2017 
  (Restated)  (Restated) 
Zhida Hong $833  $9,190 
Yinping Ding  63,348   - 
Bihua Yang  -   118,358 
Shenzhen Yingxi Investment & Development Co., Ltd.  156,784   4 
Shenzhen Bitun Textile Co., Ltd.  68,245   - 
  $289,210  $127,552 

Amounts due to related parties December 31, 2017  March 31, 2017 
  (Restated)  (Restated) 
Zhongpeng Chen $713,100  $554,158 
Bihua Yang  30,741   - 
Dewu Huang  206,480   121,794 
Yinping Ding  -   983,452 
Jinlong Huang  425,910   1,218,846 
Bitun Apparel (Shenzhen) Co., Ltd.  1,537,050   29,033 
Shenzhen Qianhai Bitun Investment Fund Management Co., Ltd.  2,151,870   - 
Huizhu Ma  11,652   - 
  $5,076,803  $2,970,283 

Payables for acquisition of subsidiaries December 31, 2017  March 31, 2017 
  (Restated)  (Restated) 
Bitun Apparel (Shenzhen) Co., Ltd. $                        -  $1,584,247 
Shenzhen Yingxi Investment & Development Co., Ltd.  -   1,440,224 
  $-  $3,024,471 

The balances represent cash advances paid to or due from legal representatives for reimbursable company expenses.

The balances with related parties are unsecured, non-interest bearing and repayable on demand. These balances were fully settled in 2018.

8.INVENTORIES

Inventories consist of the associated interest rates, were as followsfollowing as of September 30,December 31, 2017 and March 31, 2017:

 

  September 30, 2017  March 31, 2017 
       
Loan payable with no interest and 1-year maturity $4,284,572  $1,627,228 
         
   4,284,572   1,627,228 
Current portion of loans payable  4,284,572   1,627,228 
Long-term loans payable $-  $- 
  December 31, 2017  March 31, 2017 
       (Restated) 
Raw materials $354,921  $300,592 
Work in progress  -   40,330 
Finished goods  276,416   261,060 
Total  631,337   601,982 
Less: allowance for obsolete inventories  (165,748)  (156,540)
Inventories, net $465,589  $445,442 
9.ADVANCES TO SUPPLIERS

 

DuringThe Company has made advances to third-party suppliers in advance of receiving inventory parts. These advances are generally made to expedite the six months ended September 30, 2017delivery of required inventory when needed and 2016, the Company borrowed $4,275,000to help to ensure priority and $0, and repaid $1,680,000 and $0, respectively.preferential pricing on such inventory. The amounts advanced to suppliers are fully refundable on demand.

 

NOTE 9 – RELATED PARTY TRANSACTIONS

10.PLANT AND EQUIPMENT

 

Due from related parties

Due from related parties at September 30,Plant and equipment consists of the following as of December 31, 2017 and March 31, 2017consist of as follows:2017:

 

Related Party Name September 30, 2017  March 31, 2017  Relationship with the Company
Hong Zhida $-  $11,616  CEO
Yang Bihua  74,922   118,385  Company’s legal representative
  $74,922  $130,001   
  December 31, 2017  March 31, 2017 
Production plant  150,013  $141,680 
Motor vehicles  901,697   877,015 
Office equipment  12,048   11,378 
   1,063,758   1,030,073 
Less: accumulated depreciation  (408,301)  (366,870)
Plant and equipment, net  655,457  $663,203 

Depreciation expense for the three and nine months ended December 31, 2017 was $28,646 and $84,535, respectively.

11.INCOME TAXES

(a)Enterprise Income Tax (“EIT”)

 

The amounts were interest free, unsecuredCompany operates in the PRC and files tax returns in the PRC jurisdictions.

Yingxi Industrial Chain Group Co., Ltd was incorporated in the Republic of Seychelles and, under the current laws of the British Virgin Islands, is not subject to income taxes.

Yingxi HK was incorporated in Hong Kong and is subject to Hong Kong income tax at a tax rate of 16.5%. No provision for income taxes in Hong Kong has been made as Yingxi HK had no fixed terms of repayment.taxable income for the three and nine months ended December 31, 2017 and 2016.

 

DueQYTG and YX were incorporated in the PRC and is subject to related parties

Due to related parties at September 30,the PRC federal statutory tax rate is 25%. No provision for income taxes in the PRC has been made as QYTG and YX had no taxable income for the three and nine months ended December 31, 2017 and March 31, 2017consist of as follows:

Related Party Name September 30, 2017  March 31, 2017  Relationship with the Company
Hong Zhida $41,852  $-  CEO
Ding Yinping  291,997   983,682  Company’s legal representative
Huang Jinlong  1,564,762   1,219,132  Company’s supervisor
Chen Zhongpeng  657,198   554,287  Company’s legal representative
Huang Dewu  57,649   121,823  Company’s legal representative
  $2,613,458  $2,878,924   

The amounts were interest free, unsecured and had no fixed terms of repayment.

 13

NOTE 10 – CONCENTRATION OF CREDIT RISKS2016.

 

The Company had certain customers whose revenue individually represented 10% or moreis governed by the Income Tax Laws of the PRC. Yingxi’s operating companies, HSW, HPF and DT were subject to an EIT rate of 25% in 2017. XKJ enjoyed the preferential tax benefits and its EIT rate was 15% in 2017.

The Company’s total revenue, or whose accounts receivable balances individually represented 10% or moreparent entity, Addentax Group Corp. is an U.S. entity and is subject to the United States federal income tax. No provision for income taxes in the United States has been made as Addentax Group Corp. had no United States taxable income for the three and nine months ended December 31, 2017 and 2016.

No deferred taxes were recognized for the three and nine months ended December 31, 2017 and 2016.

The reconciliation of income taxes computed at the Company’s total accounts receivable, or whose accounts payable balances individually represented 10% or more ofPRC federal statutory tax rate applicable to the Company’s total accounts payable, the details of whichPRC, to income tax expenses are set out as follows:

 

  Three months ended December 31,  Nine months ended December 31, 
  2017  2016  2017  2016 
  (Restated)     (Restated)    
PRC statutory tax rate  25%  25%  25%  25%
Computed expected (benefits) expense $(13,791) $17,365  $(6,867) $17,365 
Temporary differences and tax losses not recognized  19,767   3,586   26,034   3,586 
Preferential tax treatment  -   (7,760)  (5,454)  (7,760)
Income tax expense $5,976  $13,191  $13,713  $13,191 

(b)Value Added Tax (“VAT”)

In accordance with the relevant taxation laws in the PRC, the normal VAT rate for domestic sales is 17%, which is levied on the invoiced value of sales and is payable by the purchaser. The Company is required to remit the VAT it collects to the tax authority. A credit is available whereby VAT paid on purchases can be used to offset the VAT due on sales.

For services, the sixapplicable VAT rate is 11% under the relevant tax category for logistic company, except the branch of HPF enjoyed the preferential VAT rate of 3% in 2017. The Company is required to pay the full amount of VAT calculated at the applicable VAT rate of the invoiced value of sales as required. A credit is available whereby VAT paid on gasoline and toll charges can be used to offset the VAT due on service income.

12.CONSOLIDATED SEGMENT DATA

Segment information is consistent with how management reviews the businesses, makes investing and resource allocation decisions and assesses operating performance. The segment data presented reflects this segment structure. The Company reports financial and operating information in the following two segments:

(a)Manufacturing of garments (the “Manufacturing segment”); and
(b)Providing logistic services (the “Service segment”).

The Company also provides general corporate services to its segments and these costs are reported as “Corporate and others”.

Selected information in the segment structure is presented in the following tables:

Revenues by segment for the three and nine months ended September 30, 2017 and the year ended MarchDecember 31, 2017 5 customers accounted for 53% and 5 customer accounted for 55% of the revenue of the Company, respectively.are as follows:

 

Revenues Three months ended
December 31,
  Nine months ended
December 31,
 
  2017  2016  2017  2016 
  (Restated)     (Restated)    
Manufacturing segment $717,618  $1,670,662  $3,779,595  $1,670,662 
Service segment  2,345,593   742,843   6,897,821   742,843 
  $3,063,211  $2,413,505  $10,677,416  $2,413,505 

At September 30,

Income from operations by segment for the three and nine months ended December 31, 2017 are as follows:

Operating (loss) income Three months ended
December 31,
  Nine months ended
December 31,
 
  2017  2016  2017  2016 
  (Restated)     (Restated)    
Manufacturing segment $(13,903) $10,125  $(6,027) $10,125 
Service segment  (12,059)  57,112   116,644   57,112 
Corporate and other  (36,405)  (452)  (143,707)  (452)
(Loss) income from operations $(62,367) $66,785  $(33,090) $66,785 
Manufacturing segment  4,316   (2,600)  2,722   (2,600)
Service segment  2,888   5,199   2,866   5,199 
Corporate and other  -   78   33   78 
(Loss) income before income tax $(55,163) $69,462  $(27,469) $69,462 
Income tax expense  (5,976)  (13,191)  (13,713)  (13,191)
Net (loss) income $(61,139) $56,271  $(41,182) $56,271 

Depreciation and amortization by segment for the three and nine months ended December 31, 2017 are as follows:

Depreciation Three months ended
December 31,
  Nine months ended
December 31,
 
  2017  2016  2017  2016 
Manufacturing segment $8,121  $938  $23,745  $938 
Service segment  20,525   6,546   60,790   6,546 
  $28,646  $7,484  $84,535  $7,484 

Total assets by segment at December 31, 2017 and March 31, 2017 2 customers accounted for 58%are as follows:

Total assets December 31, 2017  March 31, 2017 
   (Restated)   (Restated) 
Manufacturing segment $5,029,970  $5,328,211 
Service segment  4,585,243   3,099,276 
Corporate and other  364,297   120,031 
  $9,979,510  $8,547,518 

Goodwill by segment at December 31, 2017 and 3 customers accounted for 55%March 31, 2017 is as follows:

Goodwill December 31, 2017  March 31, 2017 
Manufacturing segment $475,003  $475,003 
Service segment  454,659   454,659 
  $929,662  $929,662 

13.ACCRUED EXPENSES AND OTHER PAYABLES

Accrued expenses and other payables consist of the accounts receivablefollowing as of December 31, 2017 and March 31, 2017:

  December 31, 2017  March 31, 2017 
   (Restated)   (Restated) 
Loan from third parties (i) $861,433  $104,040 
Employee advances  882   987 
Accrued wages and welfare  97,697   91,441 
Value-added taxes (refundable) payable  11,556   - 
Other payables  20,003   2,815 
  $991,571  $199,283 

(i)Loan from third parties represent unsecured and non-interest bearing short-term advances that the Company makes from time-to-time from third-party entities. These advances are unsecured and due on demand.

14. RESERVES

(a)Statutory reserve

In accordance with the relevant laws and regulations of the PRC, the subsidiary of the Company respectively.

NOTE 11 – INCOME TAX

The Companyestablished in the PRC is required to transfer 10% of its profit after taxation prepared in accordance with the accounting regulations of the PRC to the statutory reserve until the reserve balance reaches 50% of the subsidiary’s paid-up capital. Such reserve may be used to offset accumulated losses or increase the registered capital of the subsidiary, subject to U.S. Income taxes. For the 6 months ended September 30,approval from the PRC authorities, and are not available for dividend distribution to the shareholders. At December 31, 2017 and the year ended March 31, 2017, the Company does not have to pay any U.S. income tax.paid-up statutory reserve was RMB148,418 or $21,539.

(b)Currency translation reserve

 

The currency translation reserve represents translation differences arising from translation of foreign currency financial statements into the Company’s subsidiary, Yingxi was incorporated on August 4, 2016 in the Republic of Seychelles. Yingxi’s subsidiary YICI was incorporated on July 28, 2016 in Hong Kong China. YICI’s subsidiaries DHSW, QYTG, SCDT, SHPF, SQYI and SXKJ were incorporated on May 15, 2009, November 29, 2016, May 13, 1982, July 6, 2006, January 29, 2016, and September 28, 2001 respectively in China.

functional currency.

 

The Company has subsidiaries operate in China and they file their tax returns in accordance with China’s laws and regulations.

Provision for income taxes in China for the six months ended September 30, 2017 and the year ended March 31, 2017 were $6,128 and $15,326 respectively. The income tax rate for the years 2017 and 2016 are 25% in China. However, DHSW and SHPF enjoyed a preferential income tax rate at 10% for the year 2016. Whereas SHPF enjoyed a preferential income tax rate at 10% for the year 2016.

The Company’s subsidiaries do not generate any income in Hong Kong or Seychelles for the 6 months ended September 30, 2017 and the years ended March 31, 2017 and hence does not have to pay any Hong Kong Profits tax or Seychelles income tax.

NOTE 12 – SHAREHOLDERS’ EQUITY

Common Stock

The Company has 1,000,000,000, $0.001 par value shares of common stock authorized.

On September 25, 2017, pursuant to the Share Exchange Agreement (See Note 1), the Company issued 500,000,000 shares of common stock to the stockholders of Yingxi in exchange for 250,000,000 shares of Yingxi’s common stock, representing 100% of its issued and outstanding common stock. As a result of the reverse acquisition accounting, these shares issued to the former Yingxi stockholders are treated as being outstanding from the date of issuance of the Insight shares.

There were 506,920,000 shares of common stock outstanding as of September 30, 2017.

The Company has no stock option plan, warrants or other dilutive securities.

NOTE 13 –SUBSEQUENT EVENTS

The Company has analyzed its operations subsequent to September 30, 2017, through the date these financials were approved to be issued, and has determined that it does not have any material events.

 14

Item 2.15.Management’s Discussion and Analysis of Financial Condition or Plan of OperationCOMMITMENTS AND CONTINGENCIES

 

Leases

During the year 2017, the Company leased offices in various cities in the PRC, under operating leases expiring on various dates through 2019. Rent expense for the three and nine months ended December 31, 2017 was approximately $25,616 and $70,034, respectively.

Future minimum lease payments for leases with initial or remaining non-cancelable lease terms in excess of one year are as follows:

2018  $7,678 
2019   30,710 
2020   2,559 
   $40.947 

16.SUBSEQUENT EVENTS

In accordance with ASC 855, the Company evaluated all of its activity through the issue date of the financial statements and concluded that no other subsequent events have occurred that would require recognition or disclosure in the financial statements.

FORWARD-LOOKING STATEMENTSForward-looking statements

 

This quarterly report contains Statements made in this Form 10-Q/A that are not historical or current facts are “forward-looking statements.statements” made pursuant to the safe harbor provisions of Section 27A of the Securities Act and Section 21E of the Exchange Act. These statements relate to future events or our future financial performance. In some cases, youoften can identify forward-looking statementsbe identified by terminologythe use of terms such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential”may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” “approximate or “continue”continue, or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of these terms or other comparable terminology. Thesethe date made. Any forward-looking statements represent management’s best judgment as to what may occur in the future. However, forward-looking statements are only predictions and involve known and unknownsubject to risks, uncertainties and otherimportant factors beyond our control that maycould cause our or our industry’s actual results levelsand events to differ materially from historical results of activity, performanceoperations and events and those presently anticipated or achievementsprojected. We disclaim any obligation to be materially different fromsubsequently revise any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levelsto reflect events or circumstances after the date of activity, performancesuch statement or achievements. Exceptto reflect the occurrence of anticipated or unanticipated events, except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.law.

 

Our consolidated unauditedFinancial information contained in this report and in our financial statements areis stated in United States Dollars (US$)dollars and areis prepared in accordance with United States Generally Accepted Accounting Principles. generally accepted accounting principles.

Unless the context requires otherwise, references to the “Company,” “we,” “us,” “our,” “Addentax,” and “Addentax Group Corp.” refer specifically to Addentax Group Corp. and its consolidated subsidiaries.

In addition, unless the context otherwise requires and for the purposes of this report only:

Exchange Act” refers to the Securities Exchange Act of 1934, as amended;

SEC” or the “Commission” refers to the United States Securities and Exchange Commission; and

Securities Act” refers to the Securities Act of 1933, as amended.

Where You Can Find Other Information

We file annual, quarterly, and current reports and other information with the SEC. Our SEC filings are available to the public over the Internet at the SEC’s website at www.sec.gov. You may also read and copy any documents we file with the SEC at the SEC’s Public Reference Room at 100 F Street N.E., Washington, D.C. 20549. You can also obtain copies of the document upon the payment of a duplicating fee to the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the Public Reference Room. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC like us. Copies of documents filed by us with the SEC are also available from us without charge, upon oral or written request to our Secretary, who can be contacted at the address and telephone number set forth on the cover page of this Report.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations for the three and nine months ended December 31, 2017 should be read in conjunction with the Financial Statements and corresponding notes included in this Quarterly Report on Form 10-Q. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our financial statementsplans, objectives, expectations, and intentions. Actual results and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual resultstiming of events could differ materially from those discussedanticipated in thethese forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.

Unless otherwise specified in this quarterly report, all dollar amounts are expressed in United States dollars and all references to “common stock” refer to shares of our common stock.

As used in this quarterly report, the terms “we”, “us”, “our company”, mean Addentax Group Corp., a Nevada corporation and our wholly-owned subsidiary Yingxi Industrial Chain Group Co., Ltd., a Republic of Seychelles corporation, unless otherwise indicated.

Corporate Overview

Addentax Group Corp. was incorporated in the State of Nevada on October 28, 2014 and established a fiscal year-end of March 31. We are in the development stage and were incorporated to produce images on multiple surfaces, suchstatements as glass, leather, plastic, ceramic, textile, and others using a 3D sublimation vacuum heat transfer machine. Our business office is located at Floor 13th, Building 1, Block B, Zhihui Square, Nanshan District, Shenzhen City, China 518000. Our telephone number is +(86) 755 86961 405.

On December 28, 2016, the Company executed a Sale & Purchase Agreement (“Agreement”) for the acquisition of 100% of the shares and assets of Yingxi Industrial Chain Group Co., Ltd., (YICG”) a company incorporated under the laws of the Republic of Seychelles. The Company agreed to issue five hundred million (500,000,000) shares to Yingxi Industrial Chain Group Co., Ltd. to acquire the shares and assets for a cost of US$0.30 per share or a total cost of US$150,000,000. The closing of the Agreement occurred on September 25, 2017.

As a result of the closing, the Company has terminated its previous business plan, and is now pursuing the historical business of Yingxi Industrial Chain Group Co., Ltd., an international industry chain service provider specializing in textile & garments industry.

We have never declared bankruptcy, been in receivership, or involved in any kind of legal proceeding.

 15

Results of Operations

For the three months ended September 30, 2017 compared to 2016

  For the Three Months Ended       
  September 30,  Change 
  2017  2016  Amount  % 
Revenue $3,729,840  $2,433,559  $1,296,281   53%
Cost of goods sold  (3,366,742)  (2,047,859)  1,318,883   64%
Gross profit  363,098   385,700   (22,602)  (6%)
Operating expenses  (374,505)  (401,552)  (27,047)  (7%)
Other income (expenses)  40   7,427   (7,387)  (99%)
Income tax  (3,912)  (5,081)  (1,169)  (23%)
Net loss $(15,279) $(13,506) $1,773   13%

Revenue

Net revenues totaled $3,729,840 for the three months ended September 30, 2017, an increase of $1,296,281 compared to 2016. The increase was primarily a result of regular increase of business.

Cost of revenue

Cost of revenue totaled $3,366,742 for the three months ended September 30, 2017, an increase of $1,318,883 compared to 2016. Our cost of revenues consisted mainly of the labor cost, raw material cost, manufacturing cost, transportation cost and operation tax. The increase was primarily a result of an increase in transportation fee caused by increasing toll charge and the third-party cost from new business.

Gross profit

Gross profit was 10% ($363,098) and 16% ($385,700) for the three months ended September 30, 2017 and 2016, respectively. The decrease in gross profit was primarily a result of unprofitable new business.

Operating expense

General and administrative expenses totaled $374,505 for the three months ended September 30, 2017, a decrease of $27,047, compared to 2016. Operating expenses consisted of sales expense, administration expense and financial expense. The decrease in operating expenses was primarily a result of a decreasenumber of factors, including those set forth under the Risk Factors and Special Note Regarding Forward-Looking Statements in administration expenses duethis report. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” “target”, “forecast” and similar expressions to a decrease of staff.

Other income

Total other income totaled $40 for the three months ended September 30, 2017, a decrease of $7,387 compared to 2016. Other income consisted mainly of a government subsidy.

Net loss

Net loss totaled $15,279 for the three months ended September 30, 2017, an increase from net loss of $1,773, compared to net loss of $13,506 for the three months ended September 30, 2016, primarily as the result of a decrease in gross profit.

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For the six months ended September 30, 2017 compared to 2016

  For the Six Months Ended       
  September 30,  Change 
  2017  2016  Amount  % 
Revenue $8,046,794  $5,927,072  $2,119,722   36%
Cost of goods sold  (7,403,721)  (5,083,084)  2,320,637   46%
Gross profit  643,073   843,988   (200,915)  (24%)
Operating expenses  (755,548)  (789,188)  (33,640)  (4%)
Other income (expenses)  (1,066)  11,897   (12,963)  (109%)
Income tax  (6,128)  (15,326)  (9,198)  (60%)
Net income (loss) $(119,669) $51,371  $(171,040)  (333%)

Revenue

Net revenues totaled $8,046,794 for the six months ended September 30, 2017, an increase of $2,119,722 compared to 2016. The increase was primarily a result of regular increase of business.

Cost of revenue

Cost of revenue totaled $7,403,721 for the six months ended September 30, 2017, an increase of $2,320,637 compared to 2016. Our cost of revenues consisted mainly of the labor cost, raw material cost, manufacturing cost, transportation cost and operation tax. The increase was primarily a result of an increase in transportation fee caused by increasing toll charge and the third-party cost from new business.

Gross profit

Gross profit was 8% ($643,073) and 14% ($843,988) for the six months ended September 30, 2017 and 2016, respectively. The decrease in gross profit was primarily a result of unprofitable new business.

Operating expense

General and administrative expenses totaled $755,548 for the six months ended September 30, 2017, a decrease of $33,640, compared to 2016. Operating expenses consisted of sales expense, administration expense and financial expense. The decrease in operating expenses was primarily a result of a decrease in administration expenses due to a decrease of staffs.

Other income (expense)

Total other expenses totaled $1,066 for the six months ended September 30, 2017, a decrease of $12,963, compared to 2016. Other income consisted mainly of government subsidy.

Net income (loss)identify forward-looking statements.

 

Net loss totaled $119,669 for the six months ended September 30, 2017, a decrease from net income of $171,040, compared to net income of $51,371 for the six months ended September 30, 2016, primarily as the result of a decrease in gross profit.

Overview

 

Liquidity and Capital ResourcesOur Business

 

Working CapitalWe are a garment manufacturer and logistic service provider based in China. We are listed on the OTCQB under the symbol of “ATXG”. We classify our businesses into two segments: Garment manufacturing and logistics services.

 

      Change 
  September 30, 2017  March 31, 2017  Amount  % 
Cash $378,557  $176,929  $201,628   114%
                 
Current Assets $8,258,897  $7,043,387  $1,215,510   17%
Current Liabilities  9,911,642   7,038,629   2,873,013   41%
Working Capital (deficiency) $(1,652,745) $4,758  $(1,657,503)  (34,836%)

Our garment manufacturing business consists of sales made principally to wholesaler located in the People’s Republic of China (“PRC”). We have our own manufacturing facilities, with sufficient production capacity and skilled workers on production lines to ensure that we meet our high quality control standards and timely delivery requirement for our customers. We conduct our garment manufacturing operations through two wholly owned subsidiaries, namely Dongguan Heng Sheng Wei Garments Co., Ltd (“HSW”) and Shantou Chenghai Dai Tou Garments Co., Ltd (“DT”), which are located in the Guangdong province, China.

 

Our logistic business consists of delivery and courier services covering approximately 20 provinces in China. Although we have our own motor vehicles and drivers, we currently outsource some of the business to our contractors. We believe outsourcing allows us to maximize our capacity and maintain flexibility while reducing capital expenditures and the costs of keeping drivers during slow seasons. We conduct our logistic operations through two wholly owned subsidiaries, namely Shenzhen Xin Kuai Jie Transportation Co., Ltd (“XKJ”) and Shenzhen Hua Peng Fa Logistic Co., Ltd (“HPF”), which are located in the Guangdong province, China.

 17

 

Business Objectives

Garment Manufacturing Business

We believe the enduring strength of our garment manufacturing business is mainly due to our consistent emphasis on exceptional quality and timely delivery. The primary business objective for our garment manufacturing segment is to expand our customer base and improve our profit. In the future, we plan to develop our growth opportunities and continued investment initiatives to provide value-added consulting services to the apparel supply-chain companies and retailers in China.

Logistic Business

 

The changebusiness objective and future plan for our logistic service segment is to establish an efficient logistic system and to build a nationwide delivery and courier network in working capital deficiency duringChina. As of December 31, 2017, we provide logistic service to over 23 cities in approximately 20 provinces. We expect to open logistic points in additional 10 cities in the period ended September 30,third and fourth quarter of 2017 was primarily from an increaseand in short-term loan payablethe year of $2,657,344 and reduced by an increase in note receivable of $556,375 and prepaid expenses of $664,842.2018.

 

Cash FlowsSeasonality of Business

 

  September 30,    
  2017  2016  Change 
Net cash provided by operating activities $14,755  $307,378  $(292,623)
Net cash used in investing activities $(1,861,997) $(104,624) $(1,757,373)
Net cash provided by financing activities $2,045,770  $56,196  $1,989,574 
Effects on changes in foreign exchange rate $3,116  $(5,116) $8,232 
Net increase in cash and cash equivalents $201,644  $5,625  $196,019 

Our business is affected by seasonal trends, with higher levels of garment sales in our second and third quarters and higher logistic service revenue in our third and fourth quarters. These trends primarily result from the timing of seasonal garment manufacturing shipments and holiday periods in the logistic segment.

 

Cash Flows from Operating ActivitiesCollection Policy

Garment manufacturing business

 

For our new customers, we generally require orders placed to be backed by advances or deposits. For our long-term and established customers with good payment track records, we generally provide payment terms between 30 to 180 days following the six months ended September 30, 2017, net cash flows provided by operating activities consisteddelivery of a net loss of $119,669 and was decreased by depreciation of $56,797, and increased by a net increase in change of operating assets and liabilities of $77,627. For the six months ended September 30, 2016, net cash flows provided by operating consisted of a net income of $51,371 and was increased by depreciation of $49,719 and a net increase in the change of operating assets and liabilities of $206,288. Cash flows from operating activities decreased mainly due to a decrease in net income.finished goods.

 

Cash Flows from Investing ActivitiesLogistic business

 

For logistic service, we generally receive payments from the six months ended Septembercustomers between 30 2017, we collected loansto 90 days following the date of $336,597 and loans to related partiesthe register receipt of $189,283 and used $1,500,000 for acquisition of subsidiary and $3,142 for purchases of equipment, provided loans of $854,795 and loans to related parties of $29,940. For the six months ended September 30, 2016, we collected loan to related parties of $618,557 and used $101,225 for purchases of equipment, and provided loans of $621,926.

Cash Flows from Financing Activities

For the six months ended September 30, 2017, we received $4,275,000 from loan payable and $150 from loan payable from related parties and used $1,680,000 for repayments of loans and $549,380 for repayment of loans to related parties. For the six months ended September 30, 2016, we received loans from related parties of $56,196.packages.

 

Critical Accounting Policy and EstimatesEconomic Uncertainty

 

InOur business is dependent on consumer demand for our products and services. We believe that the ordinary course of business, we make a number of estimates and assumptions relatingsignificant uncertainty in the economy in China has increased our clients’ sensitivity to the reportingcost of our products and services. We have experienced continued pricing pressure. If the economic environment becomes weak, the economic conditions could have a negative impact on our sales growth and operating margins, cash position and collection of accounts receivable. Additionally, business credit and liquidity have tightened in China. Some of our suppliers and customers may face credit issues and could experience cash flow problems and other financial hardships. These factors currently have not had an impact on the timeliness of receivable collections from our customers. We cannot predict at this time how this situation will develop and whether accounts receivable may need to be allowed for or written off in the coming quarters.

Despite the various risks and uncertainties associated with the current economy in China, we believe our core strengths will continue to allow us to execute our strategy for long-term sustainable growth in revenue, net income and operating cash flow.

Summary of Critical Accounting Policies

We have identified critical accounting policies that, as a result of judgments, uncertainties, uniqueness and complexities of the underlying accounting standards and operation involved could result in material changes to our financial position or results of operations under different conditions or using different assumptions.

Estimates and financial condition inAssumptions

We regularly evaluate the preparation ofaccounting estimates that we use to prepare our financial statements in conformity with U.S. generally accepted accounting principles. We base ourstatements. In general, management’s estimates are based on historical experience, when available,on information from third party professionals, and on various other various assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ significantly from those estimates under different assumptions and conditions.made by management.

 

Revenue Recognition

We are generating our revenue from the sale of garments manufactured and the provision of logistic services to customers. We recognize our revenue, net of value-added taxes, upon customer acceptance, at such time title passes to the customer provided that (i) there are no uncertainties regarding customer acceptance, (ii) persuasive evidence of an arrangement exists, (iii) the sales price is fixed and determinable, and (iv) collectability is deemed probable.

Concentrations of Credit Risk

Cash held in banks: We maintain cash balances at the financial institutions in China. We have not experienced any losses in such accounts.

Accounts Receivable: Customer accounts typically are collected within a short period of time, and based on its assessment of current conditions and its experience collecting such receivables, management believes it has no significant risk related to its concentration within its accounts receivable.

Recently issued and adopted accounting pronouncements

In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606).” (“ASU 2014-09”). The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 supersedes most existing revenue recognition guidance in US GAAP. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of Effective Date (“ASU 2015-14”), which defers the effective date of ASU 2014-09 to January 1, 2018 for the Company. Early adoption is permitted. We expect to adopt ASU 2014-09 utilizing the modified retrospective method in the first quarter of 2018.

We are in the process of reviewing our revenue contracts across each revenue stream and continues to evaluate the impact the standard would have on each revenue stream. As a result of our evaluation performed to date, we do not believe the adoption of this new standard will have a material impact on our revenue recognition policy.

In January 2016, the FASB issued ASU 2016-01, “Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”)”. The standard addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. ASU 2016-01 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. We evaluated the impact of adopting the new standard and conclude there was no material impact to our consolidated financial statement.

In February 2016, the FASB issued ASU 2016-02, “Lease (Topic 842)”, which amends recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases. Under the new guidance, lessees will be required to recognize a lease liability and a right-of-use asset for all leases (with the exception of short-term leases) at the commencement date. This standard will take effect for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. We are currently assessing the impact of this new standard on our consolidated financial statements.

In August 2016, the FASB issued ASU 2016-15, “Statement of Cash flows -—Classification of Certain Cash Receipts and Cash Payment”, effective for the fiscal years beginning after December 15, 2017, and interim periods within that fiscal year. This Update addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice. We evaluated the impact of adopting the new standard on our consolidated financial statements and conclude there was no material impact to the Company’s financial statement.

In January, 2017, the FASB issued 2017-01 “Business Combinations”, effective for the annual reporting period beginning after December 15, 2017, and interim period within that period. This Updated clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions of assets or business. We evaluated the impact of adopting the new standard on its consolidated financial statements and conclude there was no material impact to our financial statement.

In February 2017, the FASB issued ASU 2017-05 “Other Income—Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20)”, effective for the annual reporting period beginning after the December 15, 2017, including the interim reporting period within that period. This update provides guidance on the recognition of gains and losses on transfers of nonfinancial assets and in substance nonfinancial assets to counterparties that are not customers. We evaluated the impact of adopting the new standard on our consolidated financial statements and conclude there was no material impact to our financial statement.

We review new accounting standards as issued. We have not identified any other new standards that we believe will have a significant impact on our consolidated financial statements.

Results of Operations for the three months ended December 31, 2017 and 2016

The following tables summarize our results of operations for the three months ended December 31, 2017 and 2016. The table and the discussion below should be read in conjunction with our condensed consolidated financial statements and the notes thereto appearing elsewhere in this report.

  Three Months Ended December 31, 2017  Increase (decrease) in 
  2017  2016  2017 compared to 2016 
  (In U.S. dollars, except for percentages)       
Revenue $3,063,211   100.0% $2,413,505   100% $649,706   26.9%
Cost of revenues  (2,702,415)  (88.2%)  (2,053,447)  (85.1%)  648,968   31.6%
Gross profit  360,796   11.8%  360,058   14.9%  738   0.2%
Operating expenses  (423,163)  (13.8%)  (293,273)  (12.1%)  129,890   44.3%
(Loss) income from operations  (62,367)  (2.0%)  66,785   2.8%  (129,152)  (193.4%)
Other income, net  7,204   0.2%  2,677   0.1%  4,527   169.1%
Income tax expense  (5,976)  (0.2%)  (13,191)  (0.5%)  7,215   54.7%
Net (loss) income $(61,139)  (2.0%) $56,271   2.4% $(117,410)  (208.7%)

Revenue

Revenue generated from our garment manufacturing business contributed $717,618 or 23.4% of our total revenue for the three months ended December 31, 2017. Revenue generated from our garment manufacturing business contributed $1,670,662 or 69.2% of our total revenue for the three months ended December 31, 2016. The decrease was due to we partially closed our operations in 2017 to undergo business restructuring for reorganizing the operational and other structures of our garment manufacturing subsidiaries to increase profitability.

Revenue generated from our logistic business contributed $2,345,593 or 76.6% of our total revenue for the three months ended December 31, 2017. Revenue generated from our logistic business contributed $742,843 or 30.8% of our total revenue for the three months ended December 31, 2016. The increase was due to revenue generated for the three months ended December 31, 2016 represents only one-month revenue since Yingxi Industrial Chain Group Co., Ltd (“Yingxi”) consolidated with the four business operating companies in the PRC through the acquisition of Yingxi Industrial Chain Investment Co., Ltd (“Yingxi HK”) in December 2016 (the “Acquisition transaction in 2016”).

Total revenues for the three months ended December 31, 2017 were $3,063,211, a 26.9% increase compared with the three months ended December 31, 2016. This increase was due to the operating companies in the PRC was being acquired and consolidated to the Company beginning December 2016.

Cost of revenue

  Three Months Ended December 31, 2017  Increase (decrease)/ in 
  2017  2016  2017 compared to 2016 
  (In U.S. dollars, except for percentages)       
Net revenue for garment manufacturing $717,618   100.0% $1,670,662   100% $(953,044)  (57.0%)
Raw materials  537,430   74.9%  1,378,051   82.4%        
Labor  55,881   7.8%  82,115   5.0%        
Other and Overhead  34,932   4.8%  23,196   1.4%        
Total cost of revenue for garment manufacturing  628,243   87.5%  1,483,362   88.8%  (855,119)  (57.6%)
Gross profit (loss) for garment manufacturing  89,375   12.5%  187,300   11.2%  (97,925)  (52.3%)
Net revenue for logistic service  2,345,593   100.0%  742,843   100%  1,602,750   215.8%
Fuel and toll  1,748,002   74.5%  387,034   52.1%        
Subcontracting fees  326,170   13.9%  183,051   24.6%        
Total cost of revenue for logistic service  2,074,172   88.4%  570,085   76.7%  1,504,087   263.8%
Gross profit (loss) for logistic service  271,421   11.6%  172,758   23.3%  98,663   57.1%
Total cost of revenue $2,702,415   88.2% $2,053,447   85.1% $648,968   31.6%
Gross profit (loss) $360,796   11.8% $360,058   14.9% $738   0.2%

Cost of revenue for our manufacturing segment for the three months ended December 31, 2017 and 2016 was $628,243 and $1,483,362, respectively, which includes direct raw material cost, direct labor cost, manufacturing overheads including depreciation of production equipment and rent. Cost of revenue for our service segment for the three months ended December 31, 2017 was $2,074,172 and $570,085, respectively, which includes gasoline and diesel fuel, toll charges and subcontracting fees.

For our garment manufacturing business, we purchase the majority of our raw materials directly from numerous local fabric and accessories suppliers. Aggregate purchases from our five largest raw material suppliers represented approximately 62% and 88% of raw materials purchases for the three months ended December 31, 2017 and 2016, respectively. Three and four suppliers provided more than 10% of our raw materials purchases for the three months ended December 31, 2017 and 2016. We have not experienced difficulty in obtaining raw materials essential to our business, and we believe we maintain good relationships with our suppliers.

For our logistic business, we outsource some of the business to our contractors. The Company relied on three subcontractors, in which the subcontracting fees to our largest contractor represented approximately 60% of total cost of revenues for our service segment for the three months ended December 31, 2017. We have not experienced any disputes with our subcontractor and we believe we maintain good relationships with our contract logistic service provider.

Raw material costs for our manufacturing business were 74.9% of our total manufacturing business revenue in the three months ended December 31, 2017, compared with 82.4% in the three months ended December 31, 2016. The decrease was mainly due to the purchase cost of the raw materials remained consistent, while the labor costs continued rising.

Labor costs for our manufacturing business were 7.8% of our total manufacturing business revenue in the three months ended December 31, 2017, compared with 5.0% in the three months ended December 31, 2016. The increase was mainly due to the rising wages in the PRC.

Overhead and other expenses for our manufacturing business accounted for 4.8% of our total manufacturing business revenue for the three months ended December 31, 2017, compared with 1.4% of total manufacturing business revenue for the three months ended December 31, 2016.

Fuel and toll costs for our service business for the three months ended December 31, 2017 were $1,748,002 compared with $387,034 for the three months ended December 31, 2016. Fuel and toll costs for our service business accounted for 74.5% of our total service revenue for the three months ended December 31, 2017, compared with 52.1% for the three months ended December 31, 2016. The increase was primarily attributable to the Acquisition transaction in 2016.

Subcontracting fees for our service business for the three months ended December 31, 2017 increased 78.2% to $326,170 from $183,051 for the three months ended December 31, 2016. Subcontracting fees accounted for 13.9% and 24.6% of our total service business revenue in the three months ended December 31, 2017 and 2016, respectively. This increase was primarily attributable to the Acquisition transaction in 2016.

Total cost of revenue for the three months ended December 31, 2017 was $2,702,415, a 31.6% increase from $2,053,447 for the three months ended December 31, 2016. Total cost of sales as a percentage of total sales for the three months ended December 31, 2017 was 88.2%, compared with 85.1% for the three months ended December 31, 2016. Gross margin for the three months ended December 31, 2017 was 11.8% compared with 14.9% for the three months ended December 31, 2016.

Gross profit

  Three Months Ended December 31, 2017  Increase (decrease) in 
  2017  2016  2017 compared to 2016 
  (In U.S. dollars, except for percentages)       
Gross profit (loss) $360,796   100% $360,058   100%  738   0.2%
Operating expenses:                        
Selling expenses  (4,106)  (1.1%)  (736)  (2.0%)  3,370   457.9%
General and administrative expenses  (419,057)  (116.2%)  (292,537)  (81.3%)  126,520   43.2%
Total $(423,163)  (117.3%) $(293,273)  (81.5%)  129,890   47.5%
(Loss) income from operations $(62,367)  (17.3%) $66,785   18.5%  (129,152)  (193.4%)

Manufacturing business gross profit for the three months ended December 31, 2017 was $89,375 compared with $187,300 for the three months ended December 31, 2016. Gross profit accounted for 12.5% of our total manufacturing business revenue for the three months ended December 31, 2017, compared with 11.2% for the three months ended December 31, 2016.

Gross profit in our service business for the three months ended December 31, 2017 was $271,421 and gross margin was 11.6%. Gross profit in our service business for the three months ended December 31, 2016 was $172,758 and gross margin was 23.3%. The decrease was derived from the new opened logistic points in 2017, these logistic points have a lower gross margin as we provide lower service fee to attract new business.

Selling, General and administrative expenses

Our selling expenses in our manufacturing segment for the three months ended December 31, 2017 and 2016 was $4,106 and $736, respectively. Our selling expenses in our service segment for the three months ended December 31, 2017 was $nil and $nil, respectively. Selling expenses consist primarily of local transportation, unloading charges and product inspection charges.

Our general and administrative expenses in our manufacturing segment for the three months ended December 31, 2017 and 2016 was $99,172 and $176,890, respectively. Our general and administrative expenses in our service segment, for the three months ended December 31, 2017 and 2016 was $283,480 and $115,647, respectively. Our general and administrative expenses in our corporate and other segment for the three months ended December 31, 2017 and 2016 was $36,405 and $nil, respectively. General and administrative expenses consist primarily of administrative salaries, office expense, certain depreciation and amortization charges, repairs and maintenance, legal and professional fees, warehousing costs and other expenses that are not directly attributable to our revenues.

Selling expenses for the three months ended December 31, 2017 increased 457.9% to $4,106 from $736 for the three months ended December 31, 2016.

General and administrative expenses for the three months ended December 31, 2017 increased 43.2% to $419,057 from $292,537 for the three months ended December 31, 2016. The increase was mainly due to the Acquisition transaction in 2016, offset with the decrease in expenses as a result of cost cutting policy applied in 2017 including streamlining operating process and laying off redundant employees.

Income from operations

We had a loss from operations for the three months ended December 31, 2017 of $62,367, compared to income from operations for the three months ended December 31, 2016 of $66,785. (Loss) income from operations of ($13,903) and $10,125 was attributed from our manufacturing segment for the three months ended December 31, 2017 and 2016, respectively. (Loss) income from operations of ($12,059) and $57,112 was attributed from our service segment for the three months ended December 31, 2017 and 2016, respectively. We incurred a loss from operations in corporate segment of $36,405 and $452 for the three months ended December 31, 2017 and 2016, respectively. The loss from our corporate segment was mainly due to the legal and professional fee in connection to the reverse merger transactions incurred in 2017.

Income Tax Expenses

Income tax expense for the three months ended December 31, 2017 and 2016 was $5,976 and $13,191, respectively, a 54.7% decrease compared to the same period of 2016. The Company operates in the PRC and files tax returns in the PRC jurisdictions.

Yingxi Industrial Chain Group Co., Ltd was incorporated in the Republic of Seychelles and, under the current laws of the British Virgin Islands, is not subject to income taxes.

Yingxi HK was incorporated in Hong Kong and is subject to Hong Kong income tax at a tax rate of 16.5%. No provision for income taxes in Hong Kong has been made as Yingxi HK had no taxable income for the three months ended December 31, 2017 and 2016.

QYTG and YX were incorporated in the PRC and is subject to the PRC statutory tax rate is 25%. No provision for income taxes in the PRC has been made as QYTG and YX had no taxable income for the three months ended December 31, 2017 and 2016.

The Company is governed by the Income Tax Laws of the PRC. Yingxi’s operating companies, HSW, HPF and DT were subject to an EIT rate of 25% in 2017. XKJ enjoyed the preferential tax benefits and its EIT rate was 15% in 2017.

The Company’s parent entity, Addentax Group Corp. is an U.S. entity and is subject to the United States federal income tax. No provision for income taxes in the United States has been made as Addentax Group Corp. had no United States taxable income for the three months ended December 31, 2017 and 2016.

Net Income

We incurred a net income (loss) of ($61,139) and $56,271 for the three months ended December 31, 2017 and 2016, respectively. Our basic and diluted earnings per share were $0.00 and $0.00 for the three months ended December 31, 2017, respectively.

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  18

 

Results of Operations for the nine months ended December 31, 2017 and 2016

The following tables summarize our results of operations for the nine months ended December 31, 2017 and 2016. The table and the discussion below should be read in conjunction with our condensed consolidated financial statements and the notes thereto appearing elsewhere in this report.

  Nine Months Ended December 31, 2017  Increase (decrease) in 
  2017  2016  2017 compared to 2016 
  (In U.S. dollars, except for percentages)       
Revenue $10,677,416   100.0% $2,413,505   100% $8,263,911   342.4%
Cost of revenues  (9,472,377)  (88.7%)  (2,053,447)  (85.1%)  7,418,930   361.3%
Gross profit  1,205,039   11.3%  360,058   14.9%  844,981   234.7%
Operating expenses  (1,238,129)  (11.6%)  (293,273)  (12.1%)  944,856   322.2%
Loss (income) from operations  (33,090)  (0.3%)  66,785   2.8%  (99,875)  (149.5%)
Other income, net  5,621   0.0%  2,677   0.1%  2,944   110.0%
Income tax expense  (13,713)  (0.1%)  (13,191)  (0.5%)  522   4.0%
Net income(loss) $(41,182)  (0.4%) $56,271   2.4% $(97,453)  (173.2%)

Revenue

Revenue generated from our garment manufacturing business contributed $3,779,595 or 35.4% of our total revenue for the nine months ended December 31, 2017. Revenue generated from our garment manufacturing business contributed $1,670,662 or 69.2% of our total revenue for the nine months ended December 31, 2016. An increase of 126.2% was due to the Acquisition transaction in 2016, offset by the decrease resulting from our operations was partially closed in 2017 to undergo business restructuring for reorganizing the operational and other structures of our garment manufacturing subsidiaries to increase profitability.

Revenue generated from our logistic business contributed $6,897,821 or 64.6% of our total revenue for the nine months ended December 31, 2017. Revenue generated from our logistic business contributed $742,843 or 30.8% of our total revenue for the nine months ended December 31, 2016. The increase was due to revenue generated for the three months ended December 31, 2016 represents only one-month revenue since Yingxi Industrial Chain Group Co., Ltd (“Yingxi”) consolidated with the four business operating companies in the PRC through the acquisition of Yingxi Industrial Chain Investment Co., Ltd (“Yingxi HK”) in December 2016 (the “Acquisition transaction in 2016”).

Total revenue for the nine months ended December 31, 2017 were $10,677,416, a 342.4% increase compared with the nine months ended December 31, 2016. This increase was due to the operating companies in the PRC was being acquired and consolidated to the Company beginning December 2016.

Cost of revenue

  Nine Months Ended December 31, 2017  Increase (decrease) in 
  2017  2016  2017 compared to 2016 
  (In U.S. dollars, except for percentages)       
Net revenue for garment manufacturing $3,779,595   100.0% $1,670,662   100% $2,108,933   126.2%
Raw materials  2,957,368   78.2%  1,378,051   82.4%        
Labor  410,562   10.9%  82,115   5.0%        
Other and Overhead  159,834   4.2%  23,196   1.4%        
Total cost of revenue for garment manufacturing  3,527,764   93.3%  1,483,362   88.8%  2,044,402   137.8%
Gross profit for garment manufacturing  251,831   6.7%  187,300   11.2%  64,531   34.5%
Net revenue for logistic service  6,897,821   100.0%  742,843   100%  6,154,978   828.6%
Fuel and toll  4,835,293   70.1%  387,034   52.1%        
Subcontracting fees  1,109,320   16.1%  183,051   24.6%        
Total cost of revenue for logistic service  5,944,613   86.2%  570,085   76.7%  5,374,528   942.8%
Gross Profit for logistic service  953,208   13.8%  172,758   23.3%  780,450   451.8%
Total cost of revenue $9,472,377   88.7% $2,053,447   85.1% $7,418,930   361.3%
Gross profit $1,205,039   11.3% $360,058   14.9% $844,981   234.7%

Cost of revenue for our manufacturing segment for the nine months ended December 31, 2017 and 2016 was $3,527,764 and $1,483,362, respectively, which includes direct raw material cost, direct labor cost, manufacturing overheads including depreciation of production equipment and rent. Cost of revenue for our service segment for the nine months ended December 31, 2017 was $5,944,613 and $570,085, respectively, which includes gasoline and diesel fuel, toll charges and subcontracting fees.

For our garment manufacturing business, we purchase the majority of our raw materials directly from numerous local fabric and accessories suppliers. Aggregate purchases from our five largest raw material suppliers represented approximately 57% and 88% of raw materials purchases for the nine months ended December 31, 2017 and 2016, respectively. Three and four suppliers provided more than 10% of our raw materials purchases for the nine months ended December 31, 2017 and 2016. We have not experienced difficulty in obtaining raw materials essential to our business, and we believe we maintain good relationships with our suppliers.

For our logistic business, we outsource some of the business to our contractors. The Company relied on three subcontractors, in which the subcontracting fees to our largest contractor represented approximately 60% of total cost of revenues for our service segment for the nine months ended December 31, 2017. We have not experienced any disputes with our subcontractor and we believe we maintain good relationships with our contract logistic service provider.

Raw material costs for our manufacturing business were 78.2% of our total manufacturing business revenue in the nine months ended December 31, 2017, compared with 82.4% in the nine months ended December 31, 2016.

Labor costs for our manufacturing business were 10.9% of our total manufacturing business revenue in the nine months ended December 31, 2017, compared with 5.0% in the nine months ended December 31, 2016. The increase was mainly due to the rising wages in the PRC.

Overhead and other expenses for our manufacturing business accounted for 4.2% of our total manufacturing business revenue for the nine months ended December 31, 2017, compared with 1.4% of total manufacturing business revenue for the nine months ended December 31, 2016.

Fuel and toll costs for our service business for the nine months ended December 31, 2017 were $4,835,293 compared with $387,034 for the nine months ended December 31, 2016. Fuel and toll costs for our service business accounted for 70.1% of our total service revenue for the nine months ended December 31, 2017, compared with 52.1% for the nine months ended December 31, 2016. The increase was primarily attributable to the Acquisition transaction in 2016.

Subcontracting fees for our service business for the nine months ended December 31, 2017 increased 506.0% to $1,109,320 from $183,051 for the nine months ended December 31, 2016. Subcontracting fees accounted for 16.1% and 24.6% of our total service business revenue in the nine months ended December 31, 2017 and 2016, respectively. This increase was primarily attributable to the Acquisition transaction in 2016.

Total cost of revenue for the nine months ended December 31, 2017 was $9,472,377, a 361.3% increase from $2,053,447 for the nine months ended December 31, 2016. Total cost of sales as a percentage of total sales for the nine months ended December 31, 2017 was 88.7%, compared with 85.1% for the nine months ended December 31, 2016. Gross margin for the nine months ended December 31, 2017 was 11.3% compared with 14.9% for the nine months ended December 31, 2016.

Gross profit

  Nine Months Ended December 31, 2017  Increase (decrease) in 
  2017  2016  2017 compared to 2016 
  (In U.S. dollars, except for percentages)       
Gross profit $1,205,039   100% $360,058   100%  844,981   234.7%
Operating expenses:                        
Selling expenses  (21,643)  (1.8%)  (736)  (2.0%)  20,907   2,840.6%
General and administrative expenses  (1,216,487)  (101.0%)  (292,537)  (81.3%)  923,950   315.8%
Total $(1,238,129)  (102.8%) $(293,273)  (81.5%)  944,856   322.2%
(Loss) income from operations $(33,090)  (2.8%) $66,785   18.5%  (99,875)  (149.5%)

Manufacturing business gross profit for the nine months ended December 31, 2017 was $251,831 compared with $187,300 for the nine months ended December 31, 2016. Gross profit accounted for 6.7% of our total manufacturing business revenue for the nine months ended December 31, 2017, compared with 11.2% for the three months ended December 31, 2016.

Gross profit in our service business for the nine months ended December 31, 2017 was $953,208 and gross margin was 13.8%. Gross profit in our service business for the nine months ended December 31, 2016 was $172,758 and gross margin was 23.3%. The decrease was a result of the new opened logistic points in 2017, these logistic points have a lower gross margin as we provide lower service fee to attract new business.

Selling, General and administrative expenses

Our selling expenses in our manufacturing segment for the nine months ended December 31, 2017 and 2016 was $21,643 and $736, respectively. Our selling expenses in our service segment for the nine months ended December 31, 2017 was $nil and $nil, respectively. Selling expenses consist primarily of local transportation, unloading charges and product inspection charges.

Our general and administrative expenses in our manufacturing segment for the nine months ended December 31, 2017 and 2016 was $295,324 and $176,891, respectively. Our general and administrative expenses in our service segment, for the nine months ended December 31, 2017 and 2016 was $803,721 and 115,647, respectively. Our general and administrative expenses in our corporate and other segment for the nine months ended December 31, 2017 and 2016 was $117,441 and $nil, respectively. General and administrative expenses consist primarily of administrative salaries, office expense, certain depreciation and amortization charges, repairs and maintenance, legal and professional fees, warehousing costs and other expenses that are not directly attributable to our revenues.

Selling expenses for the nine months ended December 31, 2017 increased 2,840.6% to $21,643 from $736 for the nine months ended December 31, 2016.

General and administrative expenses for the nine months ended December 31, 2017 increased 315.8% to $1,216,487 from $292,537 for the nine months ended December 31, 2016. The increase was mainly due to the Acquisition transaction in 2016, offset with the decrease in expenses as a result of cost cutting policy applied in 2017 including streamlining operating process and laying off redundant employees.

Income from operations

(Loss) income from operations for the nine months ended December 31, 2017 and 2016 was ($33,090) and $66,785, respectively. (Loss) income from operations of ($6,027) and $10,125 was attributed from our manufacturing segment for the nine months ended December 31, 2017 and 2016, respectively. Income from operations of $116,644 and $57,112 was attributed from our service segment for the nine months ended December 31, 2017 and 2016, respectively. We incurred a loss from operations in corporate segment of $143,707 and $452 for the nine months ended December 31, 2017 and 2016, respectively. The loss from our corporate segment was mainly due to the legal and professional fees in connection with the reverse merger transactions incurred in 2017.

Income Tax Expenses

Income tax expense for the nine months ended December 31, 2017 and 2016 was $13,713 and $13,191, respectively. A 4.0% increase compared to the same period of 2016. The Company operates in the PRC and files tax returns in the PRC jurisdictions.

Yingxi Industrial Chain Group Co., Ltd was incorporated in the republic of Seychelles and, under the current laws of the British Virgin Islands, is not subject to income taxes.

Yingxi HK was incorporated in Hong Kong and is subject to Hong Kong income tax at a tax rate of 16.5%. No provision for income taxes in Hong Kong has been made as Yingxi HK had no taxable income for the nine months ended December 31, 2017 and 2016.

QYTG and YX were incorporated in the PRC and is subject to the PRC federal statutory tax rate is 25%. No provision for income taxes in the PRC has been made as QYTG and YX had no taxable income for the nine months ended December 31, 2017 and 2016.

The Company is governed by the Income Tax Laws of the PRC. Yingxi’s operating companies, HSW, HPF and DT were subject to an EIT rate of 25% in 2017. XKJ enjoyed the preferential tax benefits and its EIT rate was 15% in 2017.

The Company’s parent entity, Addentax Group Corp. is an U.S. entity and is subject to the United States federal income tax. No provision for income taxes in the United States has been made as Addentax Group Corp. had no United States taxable income for the nine months ended December 31, 2017 and 2016.

Net Income

We incurred a net (loss) income of ($41,182) and $56,271 for the nine months ended December 31, 2017 and 2016, respectively. Our basic and diluted earnings per share were $0.00 and $0.00 for the nine months ended December 31, 2017, respectively.

Summary of cash flows

Summary cash flows information for the nine months ended December 31, 2017 and 2016 is as follow:

  2017  2016 
  (In U.S. dollars) 
Net cash provided by (used in) operating activities $756,510  $(290,521)
Net cash used in investing activities $(3,102,539) $227,711 
Net cash provided by financing activities $2,310,965  $292,650 

Net cash provided by operating activities consisted of net loss of $41,182, increased by depreciation of $84,535, and increased by change of operating assets and liabilities of $713,157. We will improve our operating cash flow by closely monitoring the timely collection of accounts and other receivables. We generally do not hold any significant inventory for more than ninety days, as we typically manufacture upon customers’ order.

Net cash used in investing activities consisted of payment for acquisition of subsidiaries of $3,025,751 and purchase of plant and equipment of $76,788.

Net cash provided by financing activities consisted of repayment of related party borrowings of $2,770,201 and we received related party proceeds of $4,778,063. Additionally, we repaid third party borrowings of $525,978 and we received third party proceeds of $829,081.

Financial Condition, Liquidity and Capital Resources

As of December 31, 2017, we had cash on hand of $146,365, total current assets of $8,394,391 and current liabilities of $10,364,081. We presently finance our operations primarily from cash flows from borrowings from related parties and third parties. We aim to improve our operating cash flows and anticipate that cash flows from our operations and borrowings from related parties and third parties will continue to be our primary source of funds to finance our short-term cash needs.

Foreign Currency Translation Risk

Our operations are located in the China, which may give rise to significant foreign currency risks from fluctuations and the degree of volatility in foreign exchange rates between the U.S. dollar and the Chinese Renminbi (“RMB”). All of our sales are in RMB. In the past years, RMB continued to appreciate against the U.S. dollar. As of December 31, 2017, the market foreign exchange rate had increased to RMB 6.65 to one U.S. dollar. Our financial statements are translated into U.S. dollars using the closing rate method. The balance sheet items are translated into U.S. dollars using the exchange rates at the respective balance sheet dates. The capital and various reserves are translated at historical exchange rates prevailing at the time of the transactions while income and expenses items are translated at the average exchange rate for the period. All translation adjustments are included in accumulated other comprehensive income in the statement of equity. The foreign currency translation loss for the three and nine months ended December 31, 2017 was $29,568 and $99,407, respectively.

 

Off-Balance Sheet Arrangements

 

We have no off-balance sheet arrangements (as that term is defined in Item 303(a)(4)(ii) of Regulation S-K) as of December 31, 2017 that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.resources.

Item 3.Quantitative and Qualitative Disclosures About Market Risk

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 4.Controls and Procedures

Item 4. Controls and Procedures

 

Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures, as defined in Rule 13a15(e)13a-15(e) promulgated under the Securities Exchange Act, of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed by us in the reports that we file or submit 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 and that such information is accumulated and communicated to our management, including our Chief Executive Officer (principal executive officer and Chief Financial Officer,principal financial/accounting officer), as appropriate to allow timely decisions regarding required disclosure.

 

We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer (principal executive officer and Chief Financial Officer,principal financial/accounting officer), of the effectiveness of our disclosure controls and procedures as of September 30,December 31, 2017. Based on the evaluation of these disclosure controls and procedures, and in light of the material weaknesses found in our internal controls over financial reporting, our Chief Executive Officer (principal executive officer and Chief Financial Officerprincipal financial/accounting officer) concluded that our disclosure controls and procedures were not effective.

Management’s Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, 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 or procedures may deteriorate. Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of September 30, 2017 using the criteria established in “Internal Control - Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of September 30, 2017, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.

1. We do not have an Audit Committee – While not being legally obligated to have an audit committee, it is the management’s view that such a committee, including a financial expert member, is an utmost important entity level control over the Company’s financial statement. Currently the Board of Directors acts in the capacity of the Audit Committee, and does not include a member that is considered to be independent of management to provide the necessary oversight over management’s activities.

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2. We did not maintain appropriate cash controls – As of September 30, 2017, the Company has not maintained sufficient internal controls over financial reporting for cash, including failure to segregate cash handling and accounting functions, and did not require dual signatures on the Company’s bank accounts. Alternatively, the effects of poor cash controls were mitigated by the fact that the Company had limited transactions in its bank accounts.

3. We did not implement appropriate information technology controls – As at September 30, 2017, the Company retains copies of all financial data and material agreements; however there is no formal procedure or evidence of normal backup of the Company’s data or off-site storage of data in the event of theft, misplacement, or loss due to unmitigated factors.

Accordingly, the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.

As a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of September 30, 2017 based on criteria established in Internal Control- Integrated Framework issued by COSO.

 

Changes in Internal Controls over Financial Reporting

 

There has beenwas no change in ourthe Company’s internal control over financial reporting occurred duringour first fiscal quarterperiod covered by this report that has materially affected, or is reasonably likely to materially affect, ourthe Company’s internal control over financial reporting.

This quarterly 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 SEC that permit the Company to provide only management’s report in this quarterly report.

PART II - OTHER INFORMATION

Item 1.Legal Proceedings

We know of no material, existing or pending legal proceedings against our Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

Item 1A.Risk Factors

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item.

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.

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Item 5.Other Information

None.

Item 6.Exhibits

Item 6. Exhibits

 

The following exhibits are included as part of this report:

 

Exhibit Number Description
   
(31) Rule 13a-14(a)/15d-14(a) Certification
31.1 Section 302 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
(32) Section 1350 Certification
32.1 Section 906 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
101 Interactive Data Files
101.INS*101.INS XBRL Instance Document
101.SCH*101.SCH XBRL Taxonomy Extension Schema Document
101.CAL*101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*101.DEF XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*

101.LAB
 XBRL Taxonomy Extension Label Linkbase Document
101.PRE*101.PRE XBRL Taxonomy Extension Presentation Linkbase Document

SIGNATURES

* XBRL Information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of

Pursuant to the Securities Act of 1933, as amended, is deemed not filed for purposesrequirements of Section 1813 or 15(d) of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

 21

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 ADDENTAX GROUP CORP.
 (Registrant)
 
Dated: November 20, 2017By:/s/ Hong Zhida
 Name:Hong Zhida
 Title:President, Chief Executive Officer, Chief Financial Officer,Treasurer, Secretary and Director
 (Principal Executive, Officer, Principal Financial Officer and Principal Accounting Officer)

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Date:November 8, 2018