UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FormFORM 10-Q

 

(Mark One)

[X]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period endedSeptember 30, 2017

 

orFor the quarterly period ended:December 31, 2018

 

[  ]TRANSITION REPORT UNDERPURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period fromto

Commission File Number333-206097

 

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

For the transition period from _____________ to _________________

Commission File No.333-206097

ADDENTAX GROUP CORP.

(Exact name of registrant as specified in its charter)

 

Nevada 35-2521028

(State or other jurisdiction of

incorporation or organization)

 

(IRSI.R.S. Employer

incorporation or formation)Identification No.)

Number)

 

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

Kingkey 100, Block A, Room 5403,

Luohu District, Shenzhen City, China 518000

(Address of principal executive offices)

 

+(86) 755 86961 405

(Registrant’s telephone number)

(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 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.

[X] Yes [  ] No

 

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 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]YES[  ]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.

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

 

Large accelerated filer[  ]Accelerated filer[  ]
Non-accelerated filer[  ](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 [X] No

 

Check whether the registrant has filed all documents and reports required to be filed by Sections 12,As of February 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

Indicate the number of2019, there were 506,920,000 shares outstanding of each of the issuer’s classes ofregistrant’s common stock, as of the latest practicable date. 506,920,000 common shares, par value $0.001, issued and outstanding as of November 20, 2017.stock.

 

 

 

 

 

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 OperationOperations154
Item 3.Quantitative and Qualitative Disclosures About Market Risk1918
Item 4.Controls and Procedures1918
PART II - OTHER INFORMATION20
Item 1.Legal Proceedings2018
Item 1A.Risk Factors2019
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds2019
Item 3.Defaults Upon Senior Securities2019
Item 4.Mine Safety Disclosures2019
Item 5.Other Information2119
Item 6.Exhibits21
SIGNATURES2219

 

2
 

 

PART I - FINANCIAL INFORMATION

Item 1.Financial Statements

 

Index toItem 1. Financial Statements

ADDENTAX GROUP CORP.

FINANCIAL STATEMENTS

For the interim Unaudited Condensed Consolidated Financial Statementsthree and nine months ended December 31, 2018 and 2017

TABLE OF CONTENTS

 

Page
Condensed Consolidated Balance Sheetssheets as of December 31, 2018 (unaudited) and March 31, 2018 (audited)4F-2
Condensed Consolidated Statements of OperationsLoss and Comprehensive Loss for the three and nine months ended December 31, 2018 and 2017 (unaudited)5F-3
Condensed Consolidated Statements of Cash Flows for the nine months ended December 31, 2018 and 2017 (unaudited)6F-4
Notes to the Condensed Consolidated Financial Statements for the three and nine months ended December 31, 2018 and 2017 (unaudited)7F-5 – F-16

 

3
 

 

ADDENTAX GROUP CORP AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

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

AS OF DECEMBER 31, 2018 (UNAUDITED) AND MARCH 31, 2018 (AUDITED)

  December 31, 2018  March 31, 2018 
ASSETS        
         
CURRENT ASSETS        
Cash and cash equivalents $356,969  $264,806 
Accounts receivables, net  1,887,702   3,416,618 
Inventories, net  391,646   239,229 
Other receivables  195,740   2,005,112 
Advances to suppliers  221,843   266,377 
Amounts due from related parties  80,149   202,426 
Total current assets  3,134,049   6,394,568 
         
NON-CURRENT ASSETS        
Plant and equipment, net  651,353   648,540 
Goodwill  475,003   475,003 
Total non-current assets  1,126,356   1,123,543 
TOTAL ASSETS $4,260,405  $7,518,111 
         
LIABILITIES AND EQUITY        
         
CURRENT LIABILITIES        
Accounts payable $1,211,121  $1,549,847 
Amount due to related parties  4,060,259   5,319,418 
Advances from customers  121,188   1,561,861 
Accrued expenses and other payables  256,700   185,855 
Bank borrowings  159,922   - 
Income tax payable  2,113   6,064 
Total current liabilities  5,811,303   8,623,045 
TOTAL LIABILITIES $5,811,303  $8,623,045 
         
COMMITMENTS AND CONTINGENCIES        
         
EQUITY        
Common stock ($0.001 par value, 506,920,000 shares issued and outstanding for the three months ended June 30, 2018 and the year ended March 31, 2018 ) $506,920  $506,920 
Additional paid-in capital  (420,524)  (420,524)
Retained earnings  (1,650,784)  (1,081,198)
Statutory reserve  21,539   21,539 
Accumulated other comprehensive income  (8,049)  (131,671)
Total equity  (1,550,898)  (1,104,934)
TOTAL LIABILITIES AND EQUITY $4,260,405  $7,518,111 

See accompany notes to the condensed consolidated financial statements.

F-2

 

ADDENTAX GROUP CORP. AND SUBSIDIARIES

Condensed Consolidated Balance SheetsCONDENSED CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS

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

FOR THE THREE AND NINE MONTHS ENDED DECEMBER 31, 2018 AND 2017 (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,

 
  2018  2017  2018  2017 
REVENUES $2,541,803  $3,063,211  $8,108,408  $10,677,416 
                 
COST OF REVENUES  2,495,740   2,702,415   7,086,149   9,472,377 
                 
GROSS PROFIT  46,063   360,796   1,022,259   1,205,039 
                 
OPERATING EXPENSES                
Selling and marketing  (4,770)  (4,106)  (14,480)  (21,643)
General and administrative  (586,310)  (419,057)  (1,589,906)  (1,216,486)
Total operating expenses  (591,080)  (423,163)  (1,604,386)  (1,238,129)
                 
LOSS FROM OPERATIONS  (545,017)  (62,367)  (582,127)  (33,090)
                 
OTHER INCOME, NET  2,142   7,204   19,132   5,621 
                 
LOSS BEFORE INCOME TAX EXPENSE  (542,875)  (55,163)  (562,995)  (27,469)
                 
INCOME TAX EXPENSE  (2,102)  (5,976)  (6,591)  (13,713)
                 
NET LOSS  (544,977)  (61,139)  (569,586)  (41,182)
Foreign currency translation gain (loss)  (445)  (29,568)  123,622   (99,407)
TOTAL COMPREHENSIVE LOSS $(545,422) $(90,707) $(445,964) $(140,589)
                 
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   506,920,000   506,920,000   506,920,000 

 

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

 

F-3 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, 2018 AND 2017 (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 
  December 31, 2018  December 31, 2017 
CASH FLOWS FROM OPERATING ACTIVITIES:        
Net loss $(569,586) $(41,182)
Adjustments to reconcile net income to net cash used in operating activities:        
Depreciation  88,434   84,535 
Changes in operating assets and liabilities:        
(Increase) decrease in:        
Accounts receivable  1,528,916   150,665 
Inventories  (152,416)  (20,147)
Advances to suppliers  44,533   (617,048)
Other receivables  1,809,372   (822,090)
Increase (decrease) in:        
Accounts payables  (338,726)  1,857,974 
Accrued expenses and other payables  117,169   385,254 
Advances from customers  (1,440,672)  (226,836)
Taxes payable  (3,950)  5,385 
Net cash provided by operating activities  1,083,074   756,510 
         
CASH FLOWS FROM INVESTING ACTIVITIES:        
Purchase of plant and equipment  (91,246)  (76,788)
Payment for acquisition of subsidiaries  -   (3,025,751)
Net cash used in investing activities  (91,246)  (3,102,539)
         
CASH FLOWS FROM FINANCING ACTIVITIES:        
Proceeds from related party borrowings  4,251,157   4,778,063 
Repayment of related party borrowings  (5, 388,040)  (2,770,201)
Proceeds from third party borrowings  596,628   829,081 
Repayment of third party borrowings  (3,507,077)  (525,978)
Proceeds from bank borrowings  159,922   - 
Net cash provided by (used in) financing activities  (887,410)  2,310,965 
         
NET INCREASE IN CASH AND CASH EQUIVALENTS  104,418   (35,064)
Effect of exchange rate changes on cash and cash equivalents  (12,255)  4,524 
Cash and cash equivalents, beginning of year  264,806   176,905 
CASH AND CASH EQUIVALENTS, END OF YEAR $356,969  $146,365 

 

The accompanying

See 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 THREE AND NINE MONTHS ENDED DECEMBER 31, 2018 AND 2017

 

  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 Companytransaction described below, ATXG was 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. Following the Company. As perconsummation of the Share Exchange Agreement,reverse acquisition effective on September 25, 2017, and giving effect to the Company acquired 250,000,000 sharessecurities exchanged in the offering, the members of Yingxi representing 100%beneficially owned approximately ninety-nine (99%) of the issued and outstanding equitycommon stock of Yingxi, from the Yingxi shareholders and in exchange the Company issued to Yingxi an aggregate of 500,000,000 shares of common stock.

Recapitalization

ATXG. For financial accounting purposes, this transactionthe Company was treated as an acquiree and Yingxi as an acquirer, as a reverse acquisition by Yingxi,result, the business and resultedfinancial information contained in a recapitalization with Yingxi beingthis report is that of the accounting acquirer and Addentax Group Corp. as the acquired company. The consummation of this reverse acquisition resulted in a change of control. Accordingly, the historical financial statements prior to the acquisition are thoseconsummation date and that of the accounting acquirer,combined entity after that date.

Yingxi was incorporated in the Republic of Seychelles on August 4, 2016. ATXG, together with Yingxi and have been prepared to give retroactive effect toits subsidiaries (the “Company”) operates primarily in the reverse acquisition completed on September 25, 2017,People’s Republic of China (“PRC” or “China”) and representis engaged in the operationsbusiness of Yingxi. The consolidated financial statements aftergarments manufacturing and providing logistic services.

On December 15, 2016, Yingxi entered into an equity transfer agreement with the acquisition date, September 25, 2017 include the balance sheets of both companies at historical cost, the historical resultsshareholder of Yingxi andIndustrial Chain Investment Co., Ltd (“Yingxi HK”) 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 in the results of the Company from the acquisition date. All share and per share informationfollowing subsidiaries:

Qianhai Yingxi Textile & Garments Co., Ltd (“QYTG”), a wholly-owned subsidiary of Yingxi HK, was incorporated in the PRC in 2016.
Shenzhen Qianhai Yingxi Industrial Chain Services Co., Ltd (“YX”), a wholly-owned subsidiary of QYTG, was incorporated in the PRC in 2016.
Xin Kuai Jie Transport Co., Ltd (“XKJ”), a wholly-owned subsidiary of YX, was incorporated in the PRC in 2001. XKJ is engaged in the provision of logistic services.
Shenzhen Hua Peng Fa Logistics Co., Ltd (“HPF”), a wholly-owned subsidiary of YX, was incorporated in the PRC in 2006. HPF is engaged in the provision of logistic 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 garment manufacturer.
Shantou Chenghai Dai Tou Garments Co., Ltd (“DT”), a wholly-owned subsidiary of YX, was incorporated in the PRC in 2009. DT is a garment manufacturer.

2.BASIS OF PRESENTATION, LIQUIDITY

The accompanying consolidated financial statements of the Company and footnotes hasits subsidiaries are prepared pursuant to the rules and regulations of the U.S. Securities and Exchanges Commission (“SEC”) and in conformity with generally accepted accounting principles in the U.S. (“US GAAP”). All material inter-company accounts and transactions have been retroactively restated to reflect the recapitalization.

NOTE 2 - GOING CONCERNeliminated in consolidation.

 

The accompanying unaudited interimconsolidated financial statements have been prepared assumingare presented on the basis that the Company will continue asis a going concern. The going concern whichassumption contemplates the realization of assets and the liquidationsatisfaction of liabilities in the normal course of business. For

The Company incurred net loss of $544,977, $61,139, $569,586 and $41,182, during the 6three months and nine months ended September 30,December 31, 2018 and 2017, respectively. As of December 31, 2018 and March 31, 2018, the Company has sufferedhad net current liability of $1,550,898 and $1,104,934, respectively, and a loss from operationsdeficit on total equity of $119,669. The Company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital$1,550,898 and other cash requirements for the year ended March 31, 2018.

$1,104,934, respectively.

 

The ability of the Company to emerge from an early stagecontinue as a going concern is dependent upon among other things,the Company’s profit generating operations in the future and/or obtaining additionalthe necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

The Company expects to finance operations primarily through cash flow from revenue and developmentcapital contributions from the CEO. In the event that the Company requires additional funding to finance the growth of its business plan. In responsethe Company’s current and expected future operations as well as to these problems, management intendsachieve our strategic objectives, the CEO has indicated the intent and ability to raiseprovide additional funds through public or private placement offerings.equity financing.

 

These factors, among others,conditions raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying unaudited interimCompany’s continuation as a going concern is dependent on the Company’s ability to meet obligations as they become due and to obtain additional equity or alternative financing required to fund operations until sufficient sources of recurring revenues can be generated. There can be no assurance that the Company will be successful in its plans described above or in attracting equity or alternative financing on acceptable terms, or if at all. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

3. 7SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

(a)Economic and Political Risks

 

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

 

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principlesCompany’s operations in the United StatesPRC 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 America for interim financial information and with the instructions to Regulation S-X.taxation.

 

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., Ltd and its wholly-owned subsidiaries. All material intercompany balances and transactions have been eliminated in consolidation.

Principal of subsidiaries

(b)Foreign Currency Translation

 

The detailsCompany’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(c)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:

(d)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, 2018, 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.

(e)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, 2018 and March 31, 2018.

(f)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 accountsreceivables are charged offincorrect, 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, 2018 and 2017.

The following customers had an accounts receivable balance greater than 10% of total accounts receivable at December 31, 2018 and March 31, 2018.

 

The Company’s consolidated financial instruments consist primarily of cash, accounts receivable, prepaid expenses, inventory and other assets, 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.

  December 31, 2018  March 31, 2018 
Customer A  nil%  56%
Customer B  22%  21%
Customer C  nil%  12%
Customer D  12%  2%
Customer E  14%  nil%

 

Concentrations of Credit Risks

(g)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 suppliersnine months ended December 31, 2018 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 March 31, 2017were $0.

 9

Related Partiesrespectively.

 

TheDuring the three and nine months ended December 31, 2018 and 2017, approximately 76%, 51%, 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

(h)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.

(i)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.

The Company tested goodwill for impairment as of March 31, 2018 and it was determined that the recoverable amount of one of the Company’s reporting units was lower than the carrying amount of the goodwill recorded. Therefore it was concluded that the carrying amount of goodwill of $454,659 was impaired.

(j)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 amount or fair value less costs to sell.

There was no impairment of long-lived assets as of December 31, 2018 and March 31, 2018.

(k)Revenue Recognition

Revenue is generated through sale of goods and delivery services. Revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the asset over its estimated fair value, is recognized. Fair values are determined based on discountednature, amount, timing, and uncertainty of revenue and cash flows quoted market values or external appraisals as applicable.

Revenue Recognition

arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods and services. The Company recognizes revenue only when all ofapplies the following criteria have been met:five-step model in order to determine this amount:

 

 i)(i)Persuasive evidence for an agreement exists;identification of the promised goods and services in the contract;
 ii)Service has been provided;
 iii)(ii)The fee is fixed or determinable;determination of whether the promised goods and services are performance obligations, including whether they are distinct in the context of the contract;
(iii)measurement of the transaction price, including the constraint on variable consideration;
(iv)allocation of the transaction price to the performance obligations; and
 iv)Collection is reasonably assured.
(v)recognition of revenue when (or as) the Company satisfies each performance obligation.

 

Deferred RevenueThe Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Generally, the Company’s performance obligations are transferred to customers at a point in time, typically upon delivery.

 

DeferredFor all reporting periods, the Company has not disclosed the value of unsatisfied performance obligations for all product and service revenue are services billedcontracts with an original expected length of one year or less, which is an optional exemption that is permitted under the adopted rules.

(l)Earnings Per Share

The 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 customerscommon 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 whichall periods presented to reflect that change in capital structure.

The Company’s basic earnings per share is computed by dividing the servicesnet income available to holders by the weighted average number of the Company’s common stock shares outstanding. Diluted earnings per share reflects the amount of net income available to each common stock 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 common stock shares outstanding as of September 30, 2017December 31, 2018 and March 31, 2017, deferred revenue were $492,553 and $290,099, respectively.2018.

 

Income Taxes

(m)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 years 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. AsThe 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 nine months ended December 31, 2018 and 2017. The Company’s effective tax rate differs from the PRC federal statutory rate primarily due to non-deductible expenses, temporary differences and preferential tax treatment.

New 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 September 30, 2017previously deferred foreign earnings of certain foreign subsidiaries; subject to certain limitations, generally eliminating U.S. corporate income tax on dividends from foreign subsidiaries; and Marchproviding 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 U.S. Tax Reform was needed for the three and nine months ended December 31, 2017,2018.

(n)Related party balances and transactions

A related party is generally defined as:

(i) any person that holds the Company’s securities including such person’s immediate families,

(ii) the Company’s management,

(iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, determined there were no uncertain tax provisions.or

 

Earnings (Loss) Per Share(iv) anyone who can significantly influence the financial and operating decisions of the Company.

 

A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.

(o)Recently issued and adopted accounting pronouncements

“In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018-13, Fair Value Measurement (Topic 820) Disclosure Framework – Change to the Disclosure Requirements for Fair Value Measurement. The amendments in this Update modify the disclosure requirements of fair value measurements in Topic 820, Fair Value Measurement, based on the concepts in the Concepts Statement, including the consideration of costs and benefits. This standard will be effective for the Company on September 1, 2020. The Company is currently evaluating the impact the adoption of this ASU will have on its financial statements.

In February 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220) Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. The amendments allow a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act. This standard has adopted ASC 260,“Earnings Per Share,” (“EPS”) which requires presentationbeen effective for the Company on September 1, 2018. The adoption 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 andthis standard does not believe the future adoption of any such pronouncements may be expected to causehave a material impact on ourthe Company’s consolidated financial position, results of operations or cash flows.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments. This standard requires a financial asset (or group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. This standard will be effective for the Company on September 1, 2020. The Company is currently evaluating the impact the adoption of this ASU will have on its consolidated financial statements.

 

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), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to 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 to the adoption of ASU No. 2014-09 and ASU No. 2016-02. Both of the below entities may still adopt using the public company adoption guidance in the related ASUs, as amended. The effective date is the same aswhich deferred the effective date and transition requirementsof ASU 2014-09 to January 1, 2018 for the amendments forCompany. Early adoption was permitted. The Company adopted ASU 2014-09 utilizing the modified retrospective method. The Company evaluated the impact of adopting the new standard and ASU 2016-02.concluded that there was no material impact on the Company’s revenue recognition policy.

 

In May 2014,February 2016, the FASB issued an accounting standards updateASU 2016-02,“Lease (Topic 842)”, which amends recognition of lease assets and introducedlease liabilities by lessees for those leases classified as operating leases. Under the new guidance, lessees will be required to recognize a 5-step approach which modifieslease liability and a right-of-use asset for all leases (with the requirements for identifying, allocating, and recognizing revenue related toexception of short-term leases) at the achievement of performance conditions under contracts with customers.commencement date. This update also requires additional disclosure related to the nature, amount, timing, and uncertainty of revenue that is recognized under contracts with customers. This guidance is effectivestandard will take effect for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017 and is required to be applied retrospectively to all revenue arrangements.2018. The adoption of this guidance isstandard does not expected tohave a material impact on the Company’s consolidated financial position, results of operations or cash flows.

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

 

4.BUSINESS ACQUISITION

In

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 – INVENTORY2016.

 

InventoryThe following represents the purchase price allocation at September 30, 2017the 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 receivables and allowance balances at December 31, 2018 and March 31, 2017consist of the following:2018 are as follows:

 

  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 
  December 31, 2018  March 31, 2018 
Accounts receivable $1,887,702  $3,416,618 
Less: allowance for doubtful accounts  -   - 
Accounts receivable, net $1,887,702  $3,416,618 

 

NOTE 5 – NOTES RECEIVABLENo allowance for doubtful accounts was made for the three and nine months ended December 31, 2018 and 2017.

6.OTHER RECEIVABLES

Other receivables primarily represent rental deposit; refundable security deposits to customers for quality assurance on the provision of logistic service; and unsecured and non-interest bearing short-term advances that the Company makes from time-to-time to employees and third-party entities. These advances are unsecured and due on demand.

7.RELATED PARTY TRANSACTIONS

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., LtdHuizhu Ma is a legal representative and principal shareholder, Huizhu Ma ceased to be the principal shareholder since November 2018
Shenzhen Bitun Textile Co., Ltd.Huizhu Ma is a legal representative and principal shareholder, Huizhu Ma ceased to be the principal shareholder since November 2018
Shenzhen Yingxi Investment & Development Co., Ltd.Sister of Huizhu Ma is a legal representative, Huizhu Ma ceased to be the principal shareholder since November 2018
Shenzhen Bitun Yihao Fund Partnership (Limited Partnership)Shenzhen Qianhai Bitun Investment Fund Management Co., Ltd is a legal representative and principal shareholder, which is no longer related party since November 2018
Bitun Apparel (Shenzhen) Co., LtdSister of Huizhu Ma is a legal representative, Huizhu Ma ceased to be the principal shareholder since November 2018
Huizhu MaA director and principal shareholder of the Company’s principal shareholder, Huizhu Ma ceased to be the principal shareholder since November 2018
Xijuan HuangA spouse of legal representative of HPF

The Company leases Shenzhen XKJ office rent-free from Bihua Yang.

 

Note receivable at September 30, 2017The Company had the following related party balances as of December 31, 2018 and March 31, 2017amounted to $1,613,812 and $1,057,437, respectively.218

Amounts due from related parties December 31, 2018  March 31, 2018 
Dewu Huang $80,149  $- 
Shenzhen Bitun Textile Co., Ltd.  -   39,883 
Shenzhen Yingxi Investment & Development Co., Ltd.  -   162,543 
  $80,149  $202,426 

Amounts due to related parties December 31, 2018  March 31, 2018 
Zhida Hong $3,828,202   38,196 
Zhongpeng Chen  165,127   739,317 
Dewu Huang  -   248,031 
Yinping Ding  -   118,952 
Jinlong Huang  66,930   338,115 
Shenzhen Bitun Textile Co., Ltd.  -   - 
Shenzhen Qianhai Bitun Investment Fund Management Co., Ltd.  -   3,665,347 
Shenzhen Bitun Yihao Fund Partnership (Limited Partnership)  -   159,356 
Huizhu Ma  -   12,104 
  $4, 060,259 $5,319,418 

 

The amountsbalances with related parties are interest free, unsecured, non-interest bearing and have no fixed termsrepayable on demand.

8.INVENTORIES

Inventories consist of repayment. As at September 30, 2017the following as of December 31, 2018 and March 31, 2017, there were no interest due2018:

  December 31, 2018  March 31, 2018 
Raw materials $256,128  $126,079 
Work in progress  30,821   113,150 
Finished goods  104,697   - 
Total  391,646   239,229 
Less: allowance for obsolete inventories  -   - 
Inventories, net $391,646  $239,229 

9.ADVANCES TO SUPPLIERS

The Company has made advances to third-party suppliers in advance of receiving inventory parts. These advances are generally made to expedite the delivery of required inventory when needed and outstandingto help to ensure priority and no provision had been made for non-repaymentpreferential pricing on such inventory. The amounts advanced to suppliers are fully refundable on demand.

10.PLANT AND EQUIPMENT

Plant and equipment consists of the loan or interest.

Notes receivables consisted mainlyfollowing as of interest-free loan due from unrelated third parties, social insurance and housing provident fund, and input Value Added Tax to be credited.

  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 

NOTE 6 – PROPERTY AND EQUIPMENT

Property and equipment at September 30, 2017December 31, 2018 and March 31, 2017, consist of the following:2018:

 

  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 
  December 31, 2018  March 31, 2018 
Production plant $141,892  $155,529 
Motor vehicles  1,006,932   944,539 
Office equipment  11,396   12,491 
   1,160,220   1,112,559 
Less: accumulated depreciation  (508,867)  (464,019)
Plant and equipment, net $651,353  $648,540 

 

Depreciation expense for the three and nine months ended December 31, 2018 and 2017 was $28,391, $88,434, $28,646 and $84,535, respectively.

11.BANK LOANS

In September 2018, HSW entered into a bank loan agreement with Dongguan Agricultural Commercial Bank to borrow up to approximately $159,922 (RMB1,100,000) for daily operations with an annual interest rate of 5.8% and due on September 2019.

12.INCOME TAXES

(a)Enterprise Income Tax (“EIT”)

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 and nine months ended December 31, 2018 and 2017.

YX was incorporated in the PRC and is subject to the PRC federal statutory tax rate of 25%. No provision for income taxes in the PRC has been made as YX had no taxable income for the three and nine months ended December 31, 2018 and 2017.

The Company is governed by the Income Tax Laws of the PRC. Yingxi’s operating companies, QYTG, HSW, HPF and DT were subject to an EIT rate of 25% in calendar year of 2018. XKJ enjoyed the preferential tax benefits and its EIT rate was 15% in calendar year of 2018.

The Company is a 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 the Company had no United States taxable income for the three and nine months ended December 31, 2018 and 2017.

No deferred taxes were recognized for the three and nine months ended December 31, 2018 and 2017.

The reconciliation of income taxes computed at the PRC federal statutory tax rate applicable to the PRC, to income tax expenses are as follows:

  Three months ended  Nine months ended 
  December 31,  December 31, 
  2018  2017  2018  2017 
PRC statutory tax rate  25%  25%  25%  25%
Computed expected expenses  (135,719)  (13,791)  (140,748)  (6,867)
Temporary differences and tax losses not recognized  137,821   19,767   147,339   26,034 
Preferential tax treatment  -   -   -   (5,454)
Income tax expense $2,102  $5,976  $6,591  $13,713 

(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 applicable 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 2018. 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.

13.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 December 31, 2018 and 2017 are as follows:

  Three months ended  Nine months ended 
  December 31,  December 31, 
Revenues 2018  2017  2018  2017 
Manufacturing segment  731,310   717,618   2,760,966   3,779,595 
Service segment  1,810,493   2,345,593   5,347,442   6,897,821 
  $2,541,803  $3,063,211  $8,108,408  $10,677,416 

Income from operations by segment for the three and nine months ended December 31, 2018 and 2017 are as follows:

  Three months ended  Nine months ended 
  December 31,  December 31, 
Operating income (loss) 2018  2017  2018  2017 
Manufacturing segment $(33,584) $(13,903) $(12,458) $(6,027)
Service segment  (255,499)  (12,059)  37,292   116,644 
Corporate and other  (255,934)  (36,405)  (606,961)  (143,707)
(Loss) from operations $(545,017) $(62,367) $(582,127) $(33,090)
Manufacturing segment  5   4,316   13,358   2,722 
Service segment  2,072   2,888   2,726   2,866 
Corporate and other  65   -   3,048   33 
(Loss) before income tax $(542,875)  (55,163)  (562,995)  (27,469)
Income tax expense  (2,102)  (5,976)  (6,591)  (13,713)
Net (loss) $(544,977) $(61,139) $(569,586) $(41,182)

Depreciation and amortization by segment for the three and nine months ended December 31, 2018 and 2017 are as follows:

  Three months ended  Nine months ended 
  December 31,  December 31, 
Depreciation 2018  2017  2018  2017 
Manufacturing segment  4,237   8,121   18,987   23,745 
Service segment  24,154   20,525   69,447   60,790 
  $28,391  $28,646  $88,434  $84,535 

Total assets by segment at December 31, 2018 and March 31, 2018 are as follows:

Total assets December 31, 2018  March 31, 2018 
Manufacturing segment $1,803,939  $3,775,765 
Service segment  2,338,491   3,391,945 
Corporate and other  117,975   350,400 
  $4,260,405  $7,518,111 

Goodwill by segment at December 31, 2018 and March 31, 2018 is as follows:

Goodwill December 31, 2018  March 31, 2018 
Manufacturing segment $475,003  $475,003 
Service segment  -   - 
  $475,003  $475,003 

The recoverable amounts of reporting units are determined based on discounted cash flow calculations. The calculations use budget for the first year and cash flow projections based on financial forecasts prepared by management covering the remaining 4-year operating period. The key assumptions include revenue, cost of sales and operating expenses which were determined by management based on the past performance and its expectations on market development. Based on the impairment test of goodwill, the recoverable amount was lower than the carrying amount of the goodwill recorded and it was concluded that carrying amount of goodwill of $454,659 was impaired as of March 31, 2018.

14.ACCRUED EXPENSES AND OTHER PAYABLES

Accrued expenses and other payables consist of the following as of December 31, 2018 and March 31, 2018:

  December 31, 2018  March 31, 2018 
Loan from third parties (i) $-  $56,739 
Employee advances  558   1,073 
Accrued wages and welfare  80,290   66,972 
Other payables  175,851   61,071 
  $256,699  $185,855 

(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.

15.RESERVES

(a)Statutory reserve

In accordance with the relevant laws and regulations of the PRC, the subsidiary of the Company established 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 the approval from the PRC authorities, and are not available for dividend distribution to the shareholders. At December 31, 2018 and March 31, 2018, the 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 functional currency.

16.COMMITMENTS AND CONTINGENCIES

Leases

The Company leased offices in various cities in the PRC and leased the headquarter in Shenzhen, the PRC, under operating leases expiring on various dates through the Company’s year end of 2021. Rent expense for the three and six months ended September 30, 2018 and 2017 was approximately $23,157, $77,664, $25,616 and 2016 amounted to $56,797 and $49,719,$70,034, respectively.

 

NOTE 7 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities at September 30, 2017 and March 31, 2017, consistFuture minimum lease payments for leases with initial or remaining non-cancelable lease terms in excess 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 

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  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 components of our short-term debt and the associated interest rates, were as follows as of September 30, 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 $-  $- 

During the six months ended September 30, 2017 and 2016, the Company borrowed $4,275,000 and $0, and repaid $1,680,000 and $0, respectively.

NOTE 9 – RELATED PARTY TRANSACTIONS

Due from related parties

Due from related parties at September 30, 2017 and March 31, 2017consist ofone year are as follows:

 

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   
2019 $75,302 
2020  274,579 
2021  136,080 
   485,961 

17.SUBSEQUENT EVENTS

 

The amounts were interest free, unsecured and had no fixed termsOn January 24, 2019, the Board of repayment.

Due to related parties

Due to related parties at September 30, 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.

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NOTE 10 – CONCENTRATION OF CREDIT RISKS

The Company had certain customers whose revenue individually represented 10% or moreDirectors approved a reverse stock split of the Company’s total revenue, or whose accounts receivable balances individually represented 10% or more of the Company’s total accounts receivable, or whose accounts payable balances individually represented 10% or more of the Company’s total accounts payable, the details of which are set out as follows:

For the six months ended September 30, 2017issued and the year ended March 31, 2017, 5 customers accounted for 53% and 5 customer accounted for 55% of the revenue of the Company, respectively.

At September 30, 2017 and March 31, 2017, 2 customers accounted for 58% and 3 customers accounted for 55% of the accounts receivable of the Company, respectively.

NOTE 11 – INCOME TAX

The Company is subject to U.S. Income taxes. For the 6 months ended September 30, 2017 and the year ended March 31, 2017, the Company does not have to pay any U.S. income tax.

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.

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 valueoutstanding shares of common stock, authorized.

On September 25, 2017, pursuant topar value $0.001 per share (the “Common Stock”), at a ratio of 1-for-20 (the “Reverse Stock Split”). As a result, the Share Exchange Agreement (See Note 1), the Company issued 500,000,000number of shares of common stockthe Company’s authorized Common Stock will be reduced from 1,000,000,000 shares to the stockholders of Yingxi in exchange for 250,000,00050,000,000 shares of Yingxi’s common stock, representing 100% of itsand the issued and outstanding common stock. As a resultnumber of shares of the reverse acquisition accounting, these shares issued to the former Yingxi stockholders are treated as being outstanding from the date of issuanceCompany’s Common Stock will be correspondingly decreased. The par value of the Insight shares.Company’s Common Stock will be changed to $0.02 per share.

There were 506,920,000 sharesItem 2. Management’s Discussion and Analysis of common stock outstanding asFinancial Condition and Results of September 30, 2017.

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

 

NOTE 13 –SUBSEQUENT EVENTSForward Looking Statements

 

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.

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Item 2.Management’s Discussion and Analysis of Financial Condition or Plan of Operation

FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from 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, levels of activity, performance or achievements. 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.

Our consolidated unaudited financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with ourthe attached consolidated unaudited financial statements and thenotes thereto, and our consolidated audited financial statements and related notes that appear elsewherefor our fiscal year ended March 31, 2018 found in this quarterly report. Theour Annual Report on Form 10-K (as amended). In addition to historical information, the following discussion contains forward-looking statements that reflect our plans, estimatesinvolve risks, uncertainties and beliefs.assumptions. Where possible, we have tried to identify these forward-looking statements by using words such as “anticipate,” “believe,” “intends,” or similar expressions. Our actual results could differ materially from those discussed inanticipated by the forward-looking statements. Factors that could cause or contributestatements due to such differences include,important factors and risks including, but are not limited to, those discussed belowset forth in our Annual Report on Form 10-K (as amended), and elsewhereamendments thereto.

This Report contains statements that we believe are, or may be considered to be, “forward-looking statements”. All statements other than statements of historical fact included in this quarterly report.Report regarding the prospects of our industry or our prospects, plans, financial position or business strategy, may constitute forward-looking statements. In addition, forward-looking statements generally can be identified by the use of forward-looking words such as “may,” “will,” “expect,” “intend,” “estimate,” “foresee,” “project,” “anticipate,” “believe,” “plans,” “forecasts,” “continue” or “could” or the negatives of these terms or variations of them or similar terms. Furthermore, such forward-looking statements may be included in various filings that we make with the Securities and Exchange Commission or press releases or oral statements made by or with the approval of one of our authorized executive officers. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we cannot assure you that these expectations will prove to be correct. These forward-looking statements are subject to certain known and unknown risks and uncertainties, as well as assumptions that could cause actual results to differ materially from those reflected in these forward-looking statements. Readers are cautioned not to place undue reliance on any forward-looking statements contained herein, which reflect management’s opinions only as of the date hereof. Except as required by law, we undertake no obligation to revise or publicly release the results of any revision to any forward-looking statements. You are advised, however, to consult any additional disclosures we make in our reports to the SEC. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained in this Report.

You should read the matters described in “Risk Factors” and the other cautionary statements made in this Report, and incorporated by reference herein, as being applicable to all related forward-looking statements wherever they appear in this Report. We cannot assure you that the forward-looking statements in this Report will prove to be accurate and therefore prospective investors are encouraged not to place undue reliance on forward-looking statements.

Critical Accounting Policies and Estimates

The discussion and analysis of the Company’s financial condition and results of operations are based upon its consolidated unaudited financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these unaudited financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent liabilities. On an on-going basis, management evaluates past judgments and estimates, including those related to bad debts, accrued liabilities, convertible promissory notes and contingencies. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The accounting policies and related risks described in the Company’s annual report on Form 10-K/A as filed with the Securities and Exchange Commission on September 21, 2018 (as amended) are those that depend most heavily on these judgments and estimates. As of December 31, 2018, there had been no material changes to any of the critical accounting policies contained therein.

Definitions:

 

Unless the context requires otherwise, specified in this quarterly report, all dollar amounts are expressed in United States dollars and all references to “common stock”the “Company,” “we,” “us,” “our,” “Addentax” and “Addentax Group Corp.” refer specifically to shares of our common stock.

As used in this quarterly report, the terms “we”, “us”, “our company”, mean Addentax Group Corp. and its consolidated subsidiaries including Dongguan Heng Sheng Wei Garments Co., a Nevada corporationLtd, which is wholly-owned; Shantou Chenghai Dai Tou Garments Co., Ltd, which is wholly-owned; Shenzhen Xin Kuai Jie Transportation Co., Ltd, which is wholly-owned; Shenzhen Hua Peng Fa Logistic Co., Ltd, which is wholly-owned; and our wholly-owned subsidiary Yingxiingxi Industrial Chain Group Co., Ltd., a Republicwhich is wholly-owned.

In addition, unless the context otherwise requires and for the purposes of Seychelles corporation, unlessthis 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.

This information should be read in conjunction with the interim unaudited financial statements and the notes thereto included in this Quarterly Report on Form 10-Q, and the unaudited financial statements and notes thereto and Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K/A for the year ended March 31, 2018 (as amended).

Certain capitalized terms used below and otherwise indicated.defined below, have the meanings given to such terms in the footnotes to our consolidated financial statements included above under “Part I - Financial Information” - “Item 1. Financial Statements”.

 

Corporate OverviewHistory

 

Addentax Group Corp., was incorporated in the State of Nevada on October 28, 2014 and established a fiscal year-end of March 31.2014. We are in the development stage and were originally incorporated to produce images on multiple surfaces, such 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.We no longer pursue opportunities related to 3D printing positioning.

We have a fiscal year-end of March 31.

 

On July 12, 2016, we filed an amendment to our articles of incorporation, which amendment was effectuated by our transfer agent on July 20, 2016. The certificate of amendment was filed in order to undertake a two for one forward stock split and increase our authorized shares of common stock, par value $0.001 per share, to 150,000,000 shares, which forward stock split has been retroactively reflected throughout this Report.

Current Business

Effective December 28, 2016, the Company executed a Sale & Purchase Agreement (“Agreement”S&P) 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. (“YICG”) is currently a garment manufacturer. Intending to acquirediversify its service portfolio, the sharesCompany plans to develop another branch of business: international supply chain management consulting service, which will focus exclusively on the textile & garments industry. The Company plans to assist clients to open textile and assets for a cost of US$0.30 per share or a total cost of US$150,000,000.garment sales outlets throughout China. The closing ofCompany will also provide assistance services in plan implementation. Pursuant to the Agreement occurredS&P, which closed on September 25, 2017.

As a result2017, the Company issued five hundred million (500,000,000) restricted common shares of the closing,Company to the Company has terminated its previous business plan, and is now pursuing the historical businessowners of Yingxi Industrial Chain Group Co., Ltd., an international industry chain in consideration for the acquisition of YICG.

After the Share Exchange, YICG’s business became our business. We are a garment manufacturer and logistic service provider specializingbased in China. Our common stock is listed on the OTCQB under the symbol of “ATXG”. We classify our businesses into two segments: Garment manufacturing and logistics services.

Our garment manufacturing business consists of sales made principally to wholesalers 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 meet the delivery requirements 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.

Business Objectives

Garment Manufacturing Business

We believe the 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 business 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 China. As of December 31, 2018, we provide logistic service to over 23 cities in approximately 20 provinces. We expect to develop additional 20 logistic point in existing serving cities in the fourth quarter of 2018 and improve company’s profit in 2019 fiscal year.

Seasonality of Business

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 fiscal quarters. These trends primarily result from the timing of seasonal garment manufacturing shipments and holiday periods in the logistic segment.

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 delivery of finished goods.

Logistic business

For logistic service, we generally receive payments from the customers between 30 to 90 days following the date of the register of our receipt of packages.

Future Business

In addition to our garment manufacturing business, we also want to kick start our supply chain management consulting service. Our supply chain management consulting service is still under development with no active clients. However, due to the uniqueness of our business model, we have attracted over 30 potential clients strongly interested in our proposed service. All of those potential clients are located in China. We plan to put our proposed service into operation in the second or third quarter of calendar 2018.

To help ensure the quality of our business, we conduct strict rules for our potential clients.

Client Qualifications: To sign a servicing contract with the Company, a potential client must:

1.Be established and validly existing pursuant to relevant laws and regulations;
2.Demonstrate that they have a good business reputation and operating performance, and comply with professional ethics; and
3.Have not breached any law or regulation, or have received any administrative penalty from a regulatory body or other department in the past twenty-four months.

Medium and small-sized enterprises all over the world can search for our service, but our current focus is on helping clients in China.

Many medium-small sized enterprises in China experience the problem of business maintenance or expansion in the textile and garments industry where increasing operational costs cause decreasing profit. Most seek to employ new business models that can increase a company’s competitive advantage and increase sales. We have found that due to the limitation of resources and information, management of these enterprises find it hard to design a suitable plan for their company’s sustainable development.

To assist these enterprises, we set up a research team to carry out extensive investigation and integrate necessary industry information and resources which can help us to work out the best plan for our clients.

The research will include:

1.Client diligence: To collect details on the client including its financial reports, management, planned business model, internal systems, operation flows and other important information;
2.Relevant business partner research: Focus on the raw material supplier and product buyer, and conduct comprehensive analysis;
3.Market research: To discover the actual market demands and market share; and
4.Environment research: Research and analyze the environment of policy, economy, technology and legal.

We developed a multi-task Industrial Chain Service System which we call “Adden Chain” not only for providing business solutions to clients, but also assisting the clients to fully realize their business plan and potential.

Our company’s service can be divided into three parts:

Consulting & garments industry.Plan Design

There are four main services within this part:

Promotion Service

We will design a “Promotion Plan” for our clients depending on their requirements to improve their marketing plans.

Operation Assistance Service

We can help clients to sort out all the individual parts (i.e., Raw Materials Supply, Manufacturing, Product Design and Marketing) within the whole operation chain, and assist them to fix weaknesses. We can also help clients to reallocate the resources they own and improve their operational efficiency.

Logistics and International Trading Service

We develop and apply our “YX logistics system” to improve our client’s transportation efficiency. Our YX logistics system mainly provides three services to our clients: transportation service; storage & distribution service; and bulk purchasing service.

We also work with qualified international trading companies to help expand our clients’ global market share. Currently we build trading routes to various areas like America, Australia, and Africa which can help clients lower international trading costs.

Financial Services

We will offer financial services to selected clients. These services include long term & short term loans which we provide to clients, financing services, and inventory pledge services. Also, we plan to build a third party payment center which can improve clients’ capital turnover. Clients will be able to employ the third party payment center to process transactions and accept the payment terms and payment period we set. As the third party guarantor, we could help our clients to pay or receive payments on time.

Plan implementation Assistance:

 

We have never declared bankruptcy, been in receivership, or involved in any kind of legal proceeding.already built strategic cooperative relationships with over 40 textile and garments industry related entities. We are available to assist our clients to deal with various issues and problems.

 

Additional Services

Team Establishment:

We will assist clients to establish an organizational structure and a management team best suited for their business plan.

7
 

Headhunting Services:

We work with headhunting companies, i.e., companies that provide employment or recruiting services to find the most qualified managers and professionals to meet the specific needs of our clients.

Follow-up Service:

We provide clients with continuous consultancy and follow-up services throughout the entire startup and service period.

Markets

Currently, our market focuses on small and medium-sized enterprises in China who have business expansion plans.

Sufficiency of Cash Flows

Because current cash balances and our projected cash generated from operations are not sufficient to meet our cash needs for working capital and capital expenditures, management intends to seek additional equity or obtain additional credit facilities. However, we may be unable to raise additional capital upon terms acceptable to us. The sale of additional equity will result in additional dilution to our shareholders. A portion of our cash may be used to acquire or invest in complementary businesses or products or to obtain the right to use complementary technologies. From time to time, in the ordinary course of business, we evaluate potential acquisitions of such businesses, products or technologies.

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 Assumptions

We regularly evaluate the accounting estimates that we use to prepare our financial statements. In general, management’s estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.

Revenue Recognition

Revenue is generated through sale of goods and delivery services. Revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods and services. The Company applies the following five-step model in order to determine this amount:

 15(i)identification of the promised goods and services in the contract;
(ii)determination of whether the promised goods and services are performance obligations, including whether they are distinct in the context of the contract;

(iii)measurement of the transaction price, including the constraint on variable consideration;
(iv)allocation of the transaction price to the performance obligations; and
(v)recognition of revenue when (or as) the Company satisfies each performance obligation.

The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Generally, the Company’s performance obligations are transferred to customers at a point in time, typically upon delivery.

For all reporting periods, the Company has not disclosed the value of unsatisfied performance obligations for all product and service revenue contracts with an original expected length of one year or less, which is an optional exemption that is permitted under the adopted rules.

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 August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018-13, Fair Value Measurement (Topic 820) Disclosure Framework – Change to the Disclosure Requirements for Fair Value Measurement. The amendments in this Update modify the disclosure requirements of fair value measurements in Topic 820, Fair Value Measurement, based on the concepts in the Concepts Statement, including the consideration of costs and benefits. This standard will be effective for the Company on September 1, 2020. The Company is currently evaluating the impact the adoption of this ASU will have on its financial statements.

In February 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220) Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. The amendments allow a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act. This standard has been effective for the Company on September 1, 2018. The adoption of this standard does not have a material impact on the Company’s consolidated financial position, results of operations or cash flows.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments. This standard requires a financial asset (or group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. This standard will be effective for the Company on September 1, 2020. The Company is currently evaluating the impact the adoption of this ASU will have on its consolidated financial statements.

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 deferred the effective date of ASU 2014-09 to January 1, 2018 for the Company. Early adoption was permitted. The Company adopted ASU 2014-09 utilizing the modified retrospective method. The Company evaluated the impact of adopting the new standard and concluded that there was no material impact on the Company’s revenue recognition policy.

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 adoption of this standard does not have a material impact on the Company’s consolidated financial position, results of operations or cash flows.

9
 

 

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

 

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,December 31, 2018 and 2017 an increase of $1,296,281 compared to 2016. The increase was primarily a result of regular increase of business.

 

CostThe following tables summarize our results of revenue

Cost of revenue totaled $3,366,742operations 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 costDecember 31, 2018 and operation tax.2017. The increase was primarily a result of an increase in transportation fee caused by increasing toll chargetable and the third-party cost from new business.discussion below should be read in conjunction with our condensed consolidated financial statements and the notes thereto appearing elsewhere in this report.

 

Gross profit

  Three Months Ended December 31,  Increase (decrease) in 
  2018  2017  2018 compared to 2017 
  (In U.S. dollars, except for percentages)       
Revenue $2,541,803   100% $3,063,211   100% $(521,408)  (17.0%)
Cost of revenues  (2,495,740)  (98.2%)  (2,702,415)  (88.2%)  (206,675)  (7.6%)
Gross profit  46,063   1.8%  360,796   11.8%  (314,733)  (87.2%)
Operating expenses  (591,080)  (23.2%)  (423,163)  (13.8%)  167,917   39.7%
(Loss) from operation  (545,017)  (21.4%)  (62,367)  (2.0%)  482,650   773.9%
Other income, net  2,142   0.0%  7,204   0.2%  (5,062)  (70.3%)
Income tax expense  (2,102)  (0.0%)  (5,976)  (0.2%)  (3,874)  (64.8%)
Net (loss) $(544,977)  21.4% $(61,139)  (2.0%) $483,838   791.4%

 

Gross profit was 10% ($363,098) and 16% ($385,700)Revenue

Revenue generated from our garment manufacturing business contributed $731,310 or 28.8% of our total revenue for the three months ended September 30,December 31, 2018. 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. The increase was due to we actively promote our business and attracted new customers.

Revenue generated from our logistic business contributed $1,810,493 or 71.2% of our total revenue for the three months ended December 31, 2018. 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. The decrease was due to we are facing intense competition which has led to the decline of shipping orders ..

Total revenue for the three months ended December 31, 2018 was $2,541,803, a 17.0% decrease compared with the three months ended December 31, 2017.

Cost of revenue

  Three Months Ended December 31,  Increase (decrease) in 
  2018  2017  2018 compared to 2017 
  (In U.S. dollars, except for percentages)       
Net revenue for garment manufacturing $731,310   100% $717,618   100.0% $13,692   1.9%
Raw materials  572,596   78.3%  537,430   74.9%        
Labor  62,263   8.5%  55,881   7.8%        
Other and Overhead  27,248   3.7%  34,932   4.8%        
Total cost of revenue for garment manufacturing  662,107   90.5%  628,243   87.5%  33,864   5.4%
Gross profit for garment manufacturing  69,203   9.5%  89,375   12.5%  (20,172)  (22.6%)
Net revenue for logistic service  1,810,493   100%  2,345,593   100.0%  (535,100)  (22.8%)
Fuel and toll  862,457   47.6%  1,748,002   74.5%        
Subcontracting fees  971,176   53.6%  326,170   13.9%        
Total cost of revenue for logistic service  1,833,633   101.3%  2,074,172   88.4%  (240,539)  (11.6%)
Gross profit (loss) for logistic service  (23,140)  (1.3%)  271,421   11.6%  (294,561)  (108.5%)
Total cost of revenue $2,495,740   98.2% $2,702,415   88.2% $(206,675)  (7.6%)
Gross profit $46,063   1.8% $360,796   11.8% $(314,733)  (87.2%)

Cost of revenue for our manufacturing segment for the three months ended December 31, 2018 and 2017 was $662,107 and 2016,$628,243, 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, 2018 and 2017 was $1,833,633 and $2,074,172, 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 75.7% and 62% of raw materials purchases for the three months ended December 31, 2018 and 2017, respectively. Two and three suppliers provided more than 10% of our raw materials purchases for the three months ended December 31, 2018 and 2017. 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 30.2% and 60% of total cost of revenues for our service segment for the three months ended December 31, 2018 and 2017, respectively. 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 78.3% of our total manufacturing business revenue in the three months ended December 31, 2018, compared with 74.9% in the three months ended December 31, 2017. The increase was mainly due to the more rapid decrease in revenue than corresponding raw material costs.

Labor costs for our manufacturing business were 8.5% of our total manufacturing business revenue in the three months ended December 31, 2018, compared with 7.8% in the three months ended December 31, 2017. The increase was mainly due to the rising wages in the PRC.

Overhead and other expenses for our manufacturing business accounted for 3.7% of our total manufacturing business revenue for the three months ended December 31, 2018, compared with 4.8% of total manufacturing business revenue for the three months ended December 31, 2017.

Fuel and toll costs for our service business for the three months ended December 31, 2018 were $862,457 compared with $1,748,002 for the three months ended December 31, 2017. Fuel and toll costs for our service business accounted for 47.6% of our total service revenue for the three months ended December 31, 2018, compared with 74.5% for the three months ended December 31, 2017. The decrease was primarily attributable to the decrease in logistics revenue. Also, we subcontracted more shipping orders to subcontractors in 2018 due to the increase in shipping orders with the destination that were not covered by the Company’s own delivery and transportation networks.

Subcontracting fees for our service business for the three months ended December 31, 2018 increased 197.8% to $971,176 from $326,170 for the three months ended December 31, 2017. Subcontracting fees accounted for 53.6% and 13.9% of our total service business revenue in the three months ended December 31, 2018 and 2017, respectively. This increase was primarily attributable to we subcontracted more shipping orders to subcontractors in 2018 due to the increase in shipping orders with the destination that were not covered by the Company’s own delivery and transportation networks.

Total cost of revenue for the three months ended December 31, 2018 was $2,495,740, a 7.6% decrease from $2,702,415 for the three months ended December 31, 2017. Total cost of sales as a percentage of total sales for the three months ended December 31, 2018 was 98.2%, compared with 88.2% for the three months ended December 31, 2017. Gross margin for the three months ended December 31, 2018 was 1.8% compared with 11.8% for the three months ended December 31, 2017.

Gross profit

  Three Months Ended December 31,  Increase (decrease) in 
  2018  2017  2018 compared to 2017 
  (In U.S. dollars, except for percentages)       
Gross profit $46,063   100% $360,796   100%  (314,733)  87.2%
Operating expenses:                        
Selling expenses  (4,770)  (10.4%)  (4,106)  (1.1%)  664   16.2%
General and administrative expenses  (586,310)  (1272.8%)  (419,047)  (116.2%)  167,263   39.9%
Total $(591,080)  (1283.2%) $(423,163)  (117.3%)  167,917   39.7%
(Loss) from operations $(545,017)  (1183.2%) $(62,367)  (17.3%)  482,650   773.9%

Manufacturing business gross profit for the three months ended December 31, 2018 was $69,203 compared with $89,375 for the three months ended December 31, 2017. Gross profit accounted for 9.5% of our total manufacturing business revenue for the three months ended December 31, 2018, compared with 12.5% for the three months ended December 31, 2017. The decrease in gross margin was due to we provided sales rebate on one customer’s order resulting from the claim on the delayed shipment.

Gross (loss) in our service business for the three months ended December 31, 2018 was ($23,140) and gross (loss) margin was (1.3%). Gross profit in our service business for the three months ended December 31, 2017 was primarily a result$271,421 and gross margin was 11.6%. The decrease in gross margin was due to one of unprofitable new business.our customers requested certain changes on the shipping arrangement that our cost had significant increased to fulfil our customer.

 

OperatingSelling, General and administrative expenses

Our selling expenses in our manufacturing segment for the three months ended December 31, 2018 and 2017 were $4,770 and $4,106, respectively. Our selling expenses in our service segment for the three months ended December 31, 2018 and 2017 were $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, 2018 and 2017 were $98,017 and $99,172, respectively. Our general and administrative expenses in our service segment, for the three months ended December 31, 2018 and 2017 were $232,359 and $283,480, respectively. Our general and administrative expenses in our corporate and other segment for the three months ended December 31, 2018 and 2017 were $255,934 and $36,405, 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, 2018 decreased 16.2% to $4,770 from $4,106 for the three months ended December 31, 2017.

 

General and administrative expenses totaled $374,505 for the three months ended September 30, 2017, a decrease of $27,047, comparedDecember 31, 2018 increased 39.9% 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 staff.

Other income

Total other income totaled $40$586,310 from $419,057 for the three months ended September 30, 2017, a decrease of $7,387 comparedDecember 31, 2017. The increase was mainly due to 2016. Other income consisted mainly of a government subsidy.the increased in legal and professional fees to comply with the SEC accounting, disclosure and reporting requirements

 

Net lossIncome (Loss) from operations

 

Net loss totaled $15,279(Loss) from operations for the three months ended September 30,December 31, 2018 and 2017 an increasewas ($545,017) and ($62,367), respectively. (Loss) from net lossoperations of $1,773, compared to net loss of $13,506($33,584) and ($13,903) was attributed from our manufacturing segment for the three months ended September 30, 2016, primarily asDecember 31, 2018 and 2017, respectively. (Loss) from operations of ($255,499) and ($12,059) was attributed from our service segment for the result of a decrease in gross profit.

 16

For the sixthree months ended September 30,December 31, 2018 and 2017, comparedrespectively. We incurred a (loss) from operations in corporate segment of ($255,934) and ($36,405) for the three months ended December 31, 2018 and 2017, respectively. The loss from our corporate segment was mainly due 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%)

the increased in legal and professional fees to comply with the SEC accounting, disclosure and reporting requirements

RevenueIncome Tax Expenses

 

Net revenues totaled $8,046,794Income tax expense for the sixthree months ended September 30,December 31, 2018 and 2017 an increase of $2,119,722was $2,102 and $5,976, respectively, a 64.8% decrease compared to 2016.the same period of 2017. The increaseCompany operates in the PRC and files tax returns in the PRC jurisdictions.

Yingxi Industrial Chain Group Co., Ltd was primarilyincorporated 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 resulttax rate of regular increase16.5%. 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, 2018 and 2017.

QYTG and YX were incorporated in the PRC and are subject to the PRC statutory tax rate of business.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, 2018 and 2017.

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 calendar year of 2018 and 2017. XKJ enjoyed the preferential tax benefits and its EIT rate was 15% in calendar year of 2018 and 2017.

The Company is a U.S entity and is subject to 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, 2018 and 2017.

 

Net Loss

We incurred a net (loss) of ($544,977) and ($61,139) for the three months ended December 31, 2018 and 2017, respectively. Our basic and diluted earnings per share were $0.0 and $0.0 for the three months ended December 31, 2018 and 2017, respectively.

Results of Operations for the nine months ended December 31, 2018 and 2017

The following tables summarize our results of operations for the nine months ended December 31, 2018 and 2017. 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,  Increase (decrease) in 
  2018  2017  2018 compared to 2017 
  (In U.S. dollars, except for percentages)       
Revenue $8,108,408   100% $10,677,416   100.0% $(2,569,008)  (24.1%)
Cost of revenues  (7,086,149)  (87.4%)  (9,472,377)  (88.7%)  (2,386,228)  (25.2%)
Gross profit  1,022,259   12.6%  1,205,039   11.3%  (182,780)  (15.2%)
Operating expenses  (1,604,386)  (19.8%)  (1,238,129)  (11.6%)  366,257   29.6%
(Loss) from operation  (582,127)  (7.2%)  (33,090)  (0.3%)  549,037   1659.2%
Other income, net  19,132   0.2%  5,621   (0.0%)  13,511   240.4%
Income tax expense  (6,591)  (0.0%)  (13,713)  (0.1%)  (7,122)  (51.9%)
Net (loss) $(569,586)  (7.0%) $(41,182)  (0.4%) $528,404   (1283.1%)

Revenue

Revenue generated from our garment manufacturing business contributed $2,760,966 or 34.1% of our total revenue for the nine months ended December 31, 2018. 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. The decrease was due to we terminated business with certain customers with low profit margin during the nine months ended December 31, 2018. We have begun to implement control on reviewing and monitoring profit margin with each customer to increase profitability.

Revenue generated from our logistic business contributed $5,347,442 or 65.9% of our total revenue for the nine months ended December 31, 2018. 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. The decrease was due to that we terminated business with certain customers with low profit margin during the nine months ended December 31, 2018. We have begun to implement control on reviewing and monitoring profit margin with each customer to increase profitability.

Total revenue for the nine months ended December 31, 2018 was $8,108,408, a 24.1% decrease compared with the nine months ended December 31, 2017. The decrease was due to the fact that we terminated business with certain customers with low profit margin during the nine months ended December 31, 2018. We have begun to implement control on reviewing and monitoring profit margin with each customer to increase profitability.

Cost of revenue

  Nine Months Ended December 31,  Increase (decrease) in 
  2018  2017  2018 compared to 2017 
  (In U.S. dollars, except for percentages)       
Net revenue for garment manufacturing $2,760,966   100% $3,779,595   100.0% $(1,018,629)  (27.0%)
Raw materials  2,220,433   80.4%  2,957,368   78.2%        
Labor  243,710   8.8%  410,562   10.9%        
Other and Overhead  57,286   2.1%  159,834   4.2%        
Total cost of revenue for garment manufacturing  2,521,429   91.3%  3,527,764   93.3%  (1,006,335)  (28.5%)
Gross profit for garment manufacturing  239,537   8.7%  251,831   6.7%  (12,294)  (4.9%)
Net revenue for logistic service  5,347,442   100%  6,897,821   100.0%  (1,550,379)  (22.5%)
Fuel and toll  2,089,404   39.1%  4,835,293   70.1%        
Subcontracting fees  2,475,316   46.3%  1,109,320   16.1%        
Total cost of revenue for logistic service  4,564,720   85.4%  5,944,613   86.2%  (1,379,893)  (23.2%)
Gross Profit for logistic service  782,722   14.6%  953,208   13.8%  (170,486)  (17.9%)
Total cost of revenue $7,086,149   87.4% $9,472,377   88.7% $(2,386,228)  (25.2%)
Gross profit $1,022,259   12.6% $1,205,039   11.3% $(182,780)  (15.2%)

 

Cost of revenue totaled $7,403,721for our manufacturing segment for the sixnine months ended September 30,December 31, 2018 and 2017 an increasewas $2,521,429 and $3,527,764, respectively, which includes direct raw material cost, direct labor cost, manufacturing overheads including depreciation of $2,320,637 comparedproduction equipment and rent. Cost of revenue for our service segment for the nine months ended December 31, 2018 and 2017 was $4,564,720 and $5,944,613, 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 51.4% and 57% of raw materials purchases for the nine months ended December 31, 2018 and 2017, respectively. One and three suppliers provided more than 10% of our raw materials purchases for the nine months ended December 31, 2018 and 2017. We have not experienced difficulty in obtaining raw materials essential to 2016. Ourour 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 15.19% and 60% of total cost of revenues consisted mainlyfor our service segment for the nine months ended December 31, 2018 and 2017, respectively. 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 80.4% of our total manufacturing business revenue in the labor cost, raw material cost, manufacturing cost, transportation cost and operation tax.nine months ended December 31, 2018, compared with 78.2% in the nine months ended December 31, 2017. The increase was primarily a result of anmainly due to the increase in raw materials price.

Labor costs for our manufacturing business were 8.8% of our total manufacturing business revenue in the nine months ended December 31, 2018, compared with 10.9% in the nine months ended December 31, 2017. The decrease was primarily due to the decrease of revenue.

Overhead and other expenses for our manufacturing business accounted for 2.1% of our total manufacturing business revenue for the nine months ended December 31, 2018, compared with 4.2% of total manufacturing business revenue for the nine months ended December 31, 2017. The decrease was primarily due to the decrease of revenue.

Fuel and toll costs for our service business for the nine months ended December 31, 2018 were $2,089,404 compared with $4,835,293 for the nine months ended December 31, 2017. Fuel and toll costs for our service business accounted for 39.1% of our total service revenue for the nine months ended December 31, 2018, compared with 70.1% for the nine months ended December 31, 2017. The decrease was primarily attributable to we subcontracted more shipping orders to subcontractors in 2018 due to the increase in shipping orders with the destination that were not covered by the Company’s own delivery and transportation fee causednetworks.

Subcontracting fees for our service business for the nine months ended December 31, 2018 increased 123.1% to $2,475,316 from $1,109,320 for the nine months ended December 31, 2017. Subcontracting fees accounted for 46.3% and 16.1% of our total service business revenue in the nine months ended December 31, 2018 and 2017, respectively. This increase was primarily attributable to we subcontracted more shipping orders to subcontractors in 2018 due to the increase in shipping orders with the destination that were not covered by increasing toll chargethe Company’s own delivery and transportation networks.

Total cost of revenue for the third-partynine months ended December 31, 2018 was $7,086,149, a 25.2% decrease from $9,472,377 for the nine months ended December 31, 2017. Total cost from new business.of sales as a percentage of total sales for the nine months ended December 31, 2018 was 87.4%, compared with 88.7% for the nine months ended December 31, 2017. Gross margin for the nine months ended December 31, 2018 was 12.6% compared with 11.3% for the nine months ended December 31, 2017.

 

Gross profit

  Nine Months Ended December 31,  Increase (decrease) in 
  2018  2017  2018 compared to 2017 
  (In U.S. dollars, except for percentages)       
Gross profit $1,022,259   100% $1,205,039   100%  (182,780)  (15.2%)
Operating expenses:                        
Selling expenses  (14,480)  (1.4%)  (21,643)  (1.8%)  (7,163)  (33.1%)
General and administrative expenses  (1,589,906)  (155.5%)  (1,216,487)  (101.0%)  373,419   30.7%
Total $(1,604,386)  (156.9%) $(1,238,129)  (102.8%)  366,257   29.6%
(Loss) from operations $(582,127)  (56.9%) $(33,090)  (2.8%)  549,037   1659.2%

Manufacturing business gross profit for the nine months ended December 31, 2018 was $239,537 compared with $251,831 for the nine months ended December 31, 2017. Gross profit accounted for 8.7% of our total manufacturing business revenue for the nine months ended December 31, 2018, compared with 6.7% for the nine months ended December 31, 2017.

 

Gross profit was 8% ($643,073) and 14% ($843,988)in our service business for the sixnine months ended September 30,December 31, 2018 was $782,722 and gross margin was 14.6%. Gross profit in our service business for the nine months ended December 31, 2017 was $953,208 and 2016, respectively. gross margin was 13.8%.

The decreaseincrease in gross profitmargin was primarily a resultdue to the implementation of unprofitable new business.cost-cutting measures and the effective control on our costs to increase profitability during the nine months ended December 31, 2018.

 

OperatingSelling, General and administrative expenses

Our selling expenses in our manufacturing segment for the nine months ended December 31, 2018 and 2017 were $14,480 and $21,643, respectively. Our selling expenses in our service segment for the nine months ended December 31, 2018 and 2017 were $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, 2018 and 2017 were $237,514 and $295,324, respectively. Our general and administrative expenses in our service segment, for the nine months ended December 31, 2018 and 2017 were $745,431 and $803,721, respectively. Our general and administrative expenses in our corporate and other segment for the nine months ended December 31, 2018 and 2017 were $606,961 and $117,441, 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, 2018 decreased 33.1% to $14,480 from $21,643 for the nine months ended December 31, 2017.

 

General and administrative expenses totaled $755,548 for the sixnine months ended September 30, 2017, a decrease of $33,640, comparedDecember 31, 2018 increased 30.7% to 2016. Operating expenses consisted of sales expense, administration expense and financial expense.$1,589,906 from $1,216,487 for the nine months ended December 31, 2017. The decrease in operating expensesincrease was primarily a result of a decrease in administration expensesmainly due to a decrease of staffs.the increased in legal and professional fees to comply with the SEC accounting, disclosure and reporting requirements

 

Other income (expense)Income (loss) from operations

 

Total other expenses totaled $1,066(Loss) from operations for the sixnine months ended September 30,December 31, 2018 and 2017 was ($582,127) and ($33,090), respectively. (Loss) from operations of ($12,458) and ($6,027) was attributed from our manufacturing segment for the nine months ended December 31, 2018 and 2017, respectively. Income from operations of $37,292 and $116,644 was attributed from our service segment for the nine months ended December 31, 2018 and 2017, respectively. We incurred a decrease(loss) from operations in corporate segment of $12,963, compared($606,961) and ($143,707) for the nine months ended December 31, 2018 and 2017, respectively. The loss from our corporate segment was mainly due to 2016. Other income consisted mainly of government subsidy.the increased in legal and professional fees to comply with the SEC accounting, disclosure and reporting requirements

 

Net income (loss)Income Tax Expenses

Net loss totaled $119,669Income tax expense for the sixnine months ended September 30,December 31, 2018 and 2017 was $6,591 and $13,713, respectively, a 51.9% decrease from net income of $171,040, compared to netthe same period of 2017. 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 $51,37116.5%. No provision for income taxes in Hong Kong has been made as Yingxi HK had no taxable income for the sixnine months ended September 30, 2016, primarilyDecember 31, 2018 and 2017.

QYTG and YX were incorporated in the PRC and are subject to the PRC statutory tax rate of 25%. No provision for income taxes in the PRC has been made as QYTG and YX had no taxable income for the resultnine months ended December 31, 2018 and 2017.

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 calendar year of 2018 and 2017. XKJ enjoyed the preferential tax benefits and its EIT rate was 15% in calendar year of 2018 and 2017.

The Company is a decreaseU.S entity and is subject to United States federal income tax. No provision for income taxes in gross profit.

the United States has been made as Addentax Group Corp. had no United States taxable income for the nine months ended December 31, 2018 and 2017.

 

Liquidity and Capital ResourcesNet loss

 

Working CapitalWe incurred a net (loss) of ($569,586) and ($41,182) for the nine months ended December 31, 2018 and 2017, respectively. Our basic and diluted earnings per share were $0.0 and $0.0 for the nine months ended December 31, 2018 and 2017, respectively.

 

      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%)

16
  17

 

The change in working capital deficiency during the period ended September 30, 2017 was primarily from an increase in short-term loan payableSummary of $2,657,344 and reduced by an increase in note receivable of $556,375 and prepaid expenses of $664,842.cash flows

 

Cash FlowsSummary cash flows information for the nine months ended December 31, 2018 and 2017 is as follow:

 

  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 
  2018  2017 
  (In U.S. dollars) 
Net cash provided by operating activities $1,083,074  $756,510 
Net cash used in investing activities $(91,246) $(3,102,539)
Net cash (used in) provided by financing activities $(887,410) $2,310,965 

 

Cash Flows from Operating Activities

For the six months ended September 30, 2017, netNet cash flows provided byused in operating activities consistedconsist of a net loss of $119,669 and was decreased($569,586), increased by depreciation of $56,797,$88,434, and increased by a net increase in change of operating assets and liabilities of $77,627. For$1,564,226. We will improve our operating cash flow by closely monitoring the six months ended September 30, 2016, nettimely collection of accounts and other receivables. We generally do not hold any significant inventory for more than ninety days, as we typically manufacture upon receipt of customers’ orders.

Net cash used in investing activities consist of purchase of plant and equipment of $91,246.

Net cash provided by financing activities consist of repayment of third party borrowings of $3,507,077 and we received third party proceeds of $3,596,628; and repayment of related party borrowings of $5,388,040 and we received related party proceeds of $4,251,157; and we received proceeds from bank borrowings of $159,922.

Financial Condition, Liquidity and Capital Resources

As of December 31, 2018, we had cash on hand of $356,969, total current assets of $3,134,049 and current liabilities of $5,811,303. We presently finance our operations primarily from 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.

Cash Flows from Investing Activities

For the six months ended September 30, 2017, we collected loans of $336,597 and loans to related parties 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 payableborrowings from related parties and used $1,680,000 for repayments of loansthird parties. We aim to improve our operating cash flows and $549,380 for repayment of loans to related parties. For the six months ended September 30, 2016, we received loansanticipate that cash flows from our operations and borrowings from related parties and third parties will continue to be our primary source of $56,196.funds to finance our short-term cash needs.

 

Critical Accounting PolicyThe growth and Estimatesdevelopment of our business will require a significant amount of additional working capital. We currently have limited financial resources and based on our current operating plan, we will need to raise additional capital in order to continue as a going concern. We currently do not have adequate cash to meet our short or long-term objectives. In the event additional capital is raised, it may have a dilutive effect on our existing stockholders.

 

InWe are subject to all the ordinary coursesubstantial risks inherent in the development of a new business we make a number of estimates and assumptions relatingenterprise within an extremely competitive industry. Due to the reportingabsence of a long standing operating history and the emerging nature of the markets in which we compete, we anticipate operating losses until we can successfully implement our business strategy, which includes all associated revenue streams. Our revenue model is new and evolving, and we cannot be certain that it will be successful. The potential profitability of this business model is unproven. We may never ever achieve profitable operations. Our future operating results depend on many factors, including demand for our services, the level of competition, and the ability of our officers to manage our business and growth. As a result of the emerging nature of the market in which we compete, we may incur operating losses until such time as we can develop a substantial and stable revenue base. Additional development expenses may delay or negatively impact the ability of the Company to generate profits. Accordingly, we cannot assure you that our business model will be successful or that we can sustain revenue growth, achieve or sustain profitability, or continue as a going concern.

We have very limited financial resources. We will need to raise substantial additional capital to support the on-going operation and increased market penetration of our services, until such time as we generate revenues sufficient to support our operations, andif ever. Our failure to obtain additional capital to finance our working capital needs on acceptable terms, or at all, will negatively impact our business, financial condition inand liquidity. As of December 31, 2018, we had $5,811,303 of current liabilities. We currently do not have the preparationresources to satisfy these obligations, and our inability to do so could have a material adverse effect on our business, our ability to continue as a going concern, and the value of our financial statements in conformity with U.S. generally accepted accounting principles. We base our estimates on historical experience, when available, and on other various assumptions that are believed to be reasonable under the circumstances. Actual results could differ significantly from those estimates under different assumptions and conditions.securities.

 18

 

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, 2018 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

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.Foreign Currency Translation Risk

 

Our operations are located in 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, 2018, the market foreign exchange rate had increased to RMB 6.878 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 expense 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.

Item 4.Controls and Procedures

Item 4.Controls and Procedures

 

Disclosure Controls and Procedures

 

We maintainThe Company maintains a set of disclosure controls and procedures as(as defined in Rule 13a15(e) promulgated underRules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”), that areAct) designed to ensure that information required to be disclosed by usthe Company in the reports that we fileit files or submitsubmits under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’sSEC’s rules and forms and that such information is accumulated and communicated to ourthe Company’s management, including ourthe Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

We In accordance with Rule 13a-15(b) of the Exchange Act, as of the end of the period covered by this report, an evaluation was carried out an evaluation, under the supervision and with the participation of ourthe Company’s management, including ourits Chief Executive Officer and Chief Financial Officer, of the effectiveness of ourits disclosure controls and procedures as of September 30, 2017.procedures. Based on that evaluation, the evaluation of these disclosure controls and procedures, and in light of the material weaknesses found in our internal controls over financial reporting, ourCompany’s Chief Executive Officer and Chief Financial Officer concluded that ourthe Company’s disclosure controls and procedures, as of December 31, 2018, the end of the period covered by this Quarterly Report on Form 10-Q, 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 designedeffective to provide reasonable assurance regardingthat information required to be disclosed by the reliability of financial reportingCompany in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the preparation of financial statements for external purposes in accordance with accounting principles generally acceptedtime periods specified 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 subjectSEC’s rules and forms and is accumulated and communicated 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 ofCompany’s 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 ato allow 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.

 19

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.decisions regarding required disclosure.

 

Changes in Internal ControlsControl over Financial Reporting

 

There has beenAs of December 31, 2018, there were no changechanges in our internal control over financial reporting occurred duringour first fiscal quarterthat has materially affected, or isare reasonably likely to materially affect, our internal control over financial reporting.

Limitations on the Effectiveness of Controls

 

This quarterly report does not include an attestation report of the Company’s registered public accounting firm regardingOur disclosure controls and procedures and internal control over financial reporting. Management’s report wasreporting are designed to provide reasonable assurance of achieving their objectives as specified above. Management does not subjectexpect, however, that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and fraud. Any control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to attestation by the Company’s registered public accounting firm pursuant to temporary ruleserror or fraud will not occur or that all control issues and instances of the SEC that permitfraud, if any, within the Company to provide only management’s report in this quarterly report.have been detected.

 

PART II - OTHER INFORMATION

Item 1.Legal Proceedings

Item 1.Legal Proceedings

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm business.

 

We knoware currently not aware of no material, existing orany pending legal proceedings against our Company, norto which we are we involved as a plaintiff in any material proceedingparty or pending litigation. There are no proceedings inof which any of our directors, officersproperties or affiliates,assets is the subject, nor are we aware of any such proceedings that are contemplated by any civil entity, any regulatory agency or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.governmental authority.

Item 1A.Risk Factors

Item 1A.Risk Factors

 

AsThere have been no material changes from the risk factors previously disclosed in Part I, Item 1A of the Company’s Annual Report on Form 10-K/A for the year ended March 31, 2018, filed with the Commission on September 21, 2018 (as amended from time to time), under the heading “Risk Factors”, and investors should review the risks provided in the Form 10-K (as amended from time to time), prior to making an investment in the Company. The business, financial condition and operating results of the Company can be affected by a “smaller reporting company” as defined by Item 10number of Regulation S-K, we arefactors, whether currently known or unknown, including but not requiredlimited to provide information required by this Item.those described in the Form 10-K/A for the year ended March 31, 2018 (as amended from time to time), under “Risk Factors”, any one or more of which could, directly or indirectly, cause the Company’s actual financial condition and operating results to vary materially from past, or from anticipated future, financial condition and operating results. Any of these factors, in whole or in part, could materially and adversely affect the Company’s business, financial condition, operating results and stock price.

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

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

 

None.

Item 3.Defaults Upon Senior Securities

Item 3.Defaults Upon Senior Securities

 

None.

Item 4.Mine Safety Disclosures

Item 4.Mine Safety Disclosures

 

Not Applicable.

 20

Item 5.Other Information

 

None.Item 5.Other Information

 

There is no other information required to be disclosed under this item, which was not previously disclosed.

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
31.1Section 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
32.1Section 906 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
101Interactive Data Files
101.INS*XBRL Instance Document
101.SCH*XBRL Taxonomy Extension Schema Document
101.CAL*XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*

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

* XBRL Information is furnished and notSee the Exhibit Index following the signature page to this Quarterly Report on Form 10-Q for a list of exhibits filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended,furnished with this report, which Exhibit Index is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

 21

incorporated herein by reference.

SIGNATURES

 

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

 

 ADDENTAX GROUP CORP.
 (Registrant)
 
Dated: November 20, 2017February 13, 2019/s/ Hong Zhida
 

Hong Zhida

President, Chief Executive Officer, Chief Financial Officer,Treasurer, Secretary and Director

(Principal Executive, Officer, Principal Financial Officer and Principal Accounting Officer)

 

20
 

EXHIBIT INDEX

Exhibit   Filed or Furnished Incorporated by Reference
Number   Herewith Form Exhibit Date File No.
             
3.1 Articles of Incorporation   S-1 3.1 8/5/2015 333-206097
3.2 Certificate of Amendment Pursuant to NRS 78.386 and 78.390, effectuating the two for one forward stock split and increasing the authorized shares of common stock of Addentax Group Corp. to 150,000,000   8-K 3.1 7/21/2016 333-206097
3.3 Certificate of Amendment to Articles of Incorporation filed with the Secretary of State of Nevada on December 28, 2016   10-K/A 3.3 9/21/2018 333-206097
3.4 Bylaws   S-1 3.2 8/5/2015 333-206097
10.1 Loan Agreement, dated March 2, 2015   S-1 10.1 8/5/2015 333-206097
10.2 Contract of the sale goods, dated February 3, 2015   S-1 10.2 8/5/2015 333-206097
10.3 Lease Agreement, dated December 15, 2014   S-1 10.3 8/5/2015 333-206097
10.4 Verbal Agreement, dated October 28, 2014   S-1 10.4 8/5/2015 333-206097
10.5 Form of Subscription Agreement   S-1 99.1 8/5/2015 333-206097
10.6 Sale and Purchase Agreement for the Acquisition of 100% of the shares and assets of Yingxi Industrial Chain Group Co., Ltd.; Dated December 26, 2016   8-K 10.1 12/28/2016 333-206097
10.7 Sale and Purchase Agreement for the Acquisition of 100% of the shares and assets of Yingxi Industrial Chain Group Co., Ltd.; Dated March 6, 2017   8-K 10.1 3/7/2017 333-206097
10.1 Triparty Agreement of Debt Transfer dated August 1st, 2018, by and between Qianhai Yingxi Textile & Garments (Shenzhen) Co., Ltd, Shenzhen Bitun Investment Fund Management Co., Ltd and Hong Zhida (translated from the original agreement which was in Chinese)   8-K 10.1 10/26/2018 333-206097
10.2 Triparty Agreement of Debt Transfer dated August 1st, 2018, by and between Shenzhen Qianhai Yingxi Industrial Chain Service Co., Ltd, Shenzhen Bitun Investment Fund Management Co., Ltd and Hong Zhida (translated from the original agreement which was in Chinese)   8-K 10.2 10/26/2018 333-206097
14.1 Code of Ethical Business Conduct   10-K/A 14.1 9/21/2018 333-206097
16.1 Letter, dated October 27, 2015 from Cutler & Co. LLC to the Securities and Exchange Commission.   8-K 16.1 10/27/2015 333-206097
16.2 Letter from Pritchett Siler & Hardy, PC dated February 22, 2017   8-K 16.1 2/22/2017 333-206097
31.1* Certification of Principal Executive Officer and Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act X        
32.1** Certification of Principal Executive Officer and Principal Accounting Officer Pursuant to Section 906 of the Sarbanes-Oxley Act X        
101.INS XBRL Instance Document X        
101.SCH XBRL Taxonomy Extension Schema Document X        
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document X        
101.DEF XBRL Taxonomy Extension Definition Linkbase Document X        
101.LAB XBRL Taxonomy Extension Label Linkbase Document X        
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document X        

* Filed herewith.

** Furnished herewith.

 2221