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, 2019

 

[  ]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)

 

Kingkey 100, Block A, Room 5403,

Floor 13th, Building 1, Block B, Zhihui Square
Nanshan

Luohu District, Shenzhen City, China 518000

(Address of principal executive offices)

+ (86) 755 86961 405

(Registrant’s telephone number)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class 51800Trading Symbol(s)Name of each exchange on
which registered
(Address of principal executive offices)Common Stock (Zip Code)ATXGOTC Markets

 

+(86) 755 86961 405

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

(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 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 (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 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.

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.

 

Large accelerated filer[  ]Accelerated filer[  ]
Non-accelerated filer[  ](Do not check if a smaller reporting company)Smaller reporting company[X] [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, 13 or 15(d)As 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 ofFebruary 14, 2020, there were 25,346,004 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
PART I - FINANCIAL INFORMATION3
Item 1.Financial Statements (Unaudited)3F-1
Item 2.Management’s Discussion and Analysis of Financial Condition or Planand Results of OperationOperations153
Item 3.Quantitative and Qualitative Disclosures About Market Risk1916
Item 4.Controls and Procedures1916
PART II - OTHER INFORMATION20
Item 1.Legal Proceedings2017
Item 1A.Risk Factors2018
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds2018
Item 3.Defaults Upon Senior Securities2018
Item 4.Mine Safety Disclosures2018
Item 5.Other Information2118
Item 6.Exhibits21
SIGNATURES2218

 2

PART I - FINANCIAL INFORMATION

 

Item 1.

Financial Statements

Index to the interim Unaudited Condensed Consolidated Financial Statements and Supplementary Data

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

 3

 

ADDENTAX GROUP CORP.

Condensed Consolidated Balance Sheets

(Unaudited)FINANCIAL STATEMENTS

 

  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 

For the quarterly period ended December 31, 2019 and 2018

 

The accompanying notes are an integral part of these unaudited condensed financial statements.TABLE OF CONTENTS

 

ADDENTAX GROUP CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

AS OF December 31, 2019 (UNAUDITED) AND MARCH 31, 2019 (AUDITED)

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

 

  Note  December 31, 2019  March 31, 2019 
     (unaudited)  (audited) 
ASSETS            
             
CURRENT ASSETS            
Cash and cash equivalents     $424,021  $277,264 
Accounts receivables, net  4   3,678,982   1,798,489 
Inventories, net  7   318,971   318,047 
Other receivables  5   258,998   178,128 
Advances to suppliers  8   483,104   230,484 
Total current assets      5,164,076   2,802,412 
             
NON-CURRENT ASSETS            
Plant and equipment, net  9   667,806   694,431 
Goodwill      475,003   475,003 
Operating lease right of use asset  14   1,939,270   - 
Total non-current assets      3,082,079   1,169,434 
TOTAL ASSETS     $8,246,155  $3,971,846 
             
LIABILITIES AND EQUITY            
             
CURRENT LIABILITIES            
Short-term loan  10  $359,038  $223,502 
Accounts payable      2,545,680   884,251 
Amount due to related parties  6   5,226,754   4,204,130 
Advances from customers      83,672   102,673 
Accrued expenses and other payables  13   1,138,575   259,837 
Total current liabilities      9,353,719   5,674,393 
             
NON-CURRENT LIABILITIES            
Operating lease liability, net of current portion  14   1,483,752   - 
Total non-current liabilities      1,483,752   - 
TOTAL LIABILITIES     $10,837,471  $5,674,393 
             
COMMITMENTS AND CONTINGENCIES  17         
             
EQUITY            
Common stock ($0.001 par value, 25,346,004 shares issued and outstanding at December 31, 2019 and March 31, 2019, respectively)     $25,346  $25,346 
Additional paid-in capital      61,050   61,050 
Retained earnings      (2,724,989)  (1,775,767)
Statutory reserve  15   23,516   21,779 
Accumulated other comprehensive loss  15   23,761   (34,955)
Total deficit      (2,591,316)  (1,702,547)
TOTAL LIABILITIES AND EQUITY     $8,246,155  $3,971,846 

 

See accompany notes to the consolidated financial statements.

ADDENTAX GROUP CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS

FOR THE THREE AND NINE MONTHS ENDED DECEMBER 31, 2019 AND 2018 (UNAUDITED)

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

     Three months ended
December 31,
  Nine months ended
December 31,
 
  Note  2019  2018  2019  2018 
REVENUES     $4,027,902  $2,541,803  $8,182,396  $8,108,408 
                     
COST OF REVENUES      (3,746,040)  (2,495,740)  (7,221,683)  (7,086,149)
                     
GROSS PROFIT      281,862   46,063   960,713   1,022,259 
                     
OPERATING EXPENSES                    
Selling and marketing      (960)  (4,770)  (11,825)  (14,480)
General and administrative      (526,194)  (586,310)   (1,857,288)  (1,589,906)
Total operating expenses      (527,154)  (591,080)  (1,869,113)  (1,604,386)
                     
LOSS FROM OPERATIONS      (245,292)  (545,017)  (908,400)  (582,127)
                     
FINANCE COST, NET      (3,964)  -   (16,246)  - 
                     
OTHER INCOME, (EXPENSE)      66   2,142   (10,753)  19,132 
                     
LOSS BEFORE INCOME TAX EXPENSE      (249,190)  (542,875)  (935,399)  (562,995)
                     
INCOME TAX EXPENSE  11   (9,022)  (2,102)  (12,086)  (6,591)
                     
NET LOSS      (258,212)  (544,977)  (947,485)  (569,586)
Foreign currency translation (loss) gain  15   (50,440) (445)  58,715   123,622 
TOTAL COMPREHENSIVE LOSS     $(308,652) $(545,422)  (888,770)  (445,964)
                     
LOSS PER SHARE                    
Basic and diluted      (0.01)  (0.02)  (0.04)  (0.02)
Weighted average number of shares outstanding – Basic and diluted      25,346,004   25,346,004   25,346,004   25,346,004 

See accompany notes to the consolidated financial statements.

ADDENTAX GROUP CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED DECEMBER 31, 2019 AND 2018 (UNAUDITED)

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

  

Nine months ended

December 31,

 
  2019  2018 
CASH FLOWS FROM OPERATING ACTIVITIES:        
Net loss $(947,485) $(569,586)
Adjustments to reconcile net income to net cash used in operating activities:        
Depreciation  84,277   88,434 
Loss on disposal of plant and equipment  3,323   - 
Changes in operating assets and liabilities:        
(Increase) decrease in:        
Accounts receivable  (1,880,493)  1,528,916
Inventories  (924)  (152,416)
Advances to suppliers  (252,620)  44,533
Other receivables  (80,870)  1,809,372 
Accounts payables  1,661,429   (338,726)
Accrued expenses and other payables  373,429   117,169 
Advances from customers  (19,002)  (1,440,672)
Taxes payable  -   (3,950)
Net cash (used in) provided by operating activities $(1,058,936) $1,083,074 
         
CASH FLOWS FROM INVESTING ACTIVITIES:        
Purchase of plant and equipment  (94,864)  (91,246)
Net cash used in investing activities $(94,864) $(91,246)
         
CASH FLOWS FROM FINANCING ACTIVITIES:        
Proceeds from related party borrowings  1,828,042   4,251,157 
Repayment of related party borrowings  (665,323)  (5,388,040)
Proceeds from third party borrowings  -   3,596,628 
Repayment of third party borrowings  -   (3,507,077)
Proceeds from bank borrowings  515,816   159,922 
Repayment of bank borrowings  (372,135)  - 
Net cash provided by (used in) financing activities $1,306,400  $(887,410)
         
NET DECREASE IN CASH AND CASH EQUIVALENTS  152,600   104,418 
Effect of exchange rate changes on cash and cash equivalents  (5,843)  (12,255)
Cash and cash equivalents, beginning of the period  277,264   264,806 
CASH AND CASH EQUIVALENTS, END OF THE PERIOD $424,021  $356,969 
         
Supplemental disclosure of cash flow information:        
Cash paid during the period for interest  11,244   - 
Cash paid during the period for income tax  12,086   8,812 
Supplemental disclosure of non-cash investing and financing activities:        
Right-of-use assets obtained in exchange for operating lease obligations  1,966,535   - 

See accompany notes to the consolidated financial statements.

ADDENTAX GROUP CORP. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations and Comprehensive LossCONSOLIDATED STATEMENTS OF CHANGE OF EQUITY

(Unaudited)FOR THE THREE AND NINE MONTHS ENDED DECEMBER 31, 2019 AND 2018 (UNAUDITED)

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

 

  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 

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

 5

  Common Stock  Additional  Retained earnings  Accumulated
other
    
  Shares  Amount  paid-in
capital
  Unrestricted  Statutory
reserve
  comprehensive income  Total Equity 
                      
BALANCE AT SEPTEMBER 30, 2018  506,920,000   506,920   (420,524)  (1,105,806)  21,539   (7,604)  (1,005,475)
Foreign currency translation  -   -   -   -   -   (445)  (445)
Net loss for the period  -   -   -   (544,978)  -   -   (544,978)
BALANCE AT DECEMBER 31, 2018  506,920,000   506,920   (420,524)  (1,650,784)  21,539   (8,049)  (1,550,898)
                             
BALANCE AT SEPTEMBER 30, 2019  25,346,004   25,346   61,050   (2,465,040)  21,779   74,201   (2,282,664)
Foreign currency translation  -   -   -   -   -   (50,440)  (50,440)
Movement of Statutory reserve  -   -   -   (1,737)  1,737   -   - 
Net loss for the period  -   -   -   (258,212)  -   -   (258,212)
BALANCE AT DECEMBER 31, 2019  25,346,004   25,346   61,050   (2,724,989)  23,516   23,761   (2,591,316)
                             
BALANCE AT MARCH 31, 2018  506,920,000   506,920   (420,524)  (1,081,198)  21,539   (131,671)  (1,104,934)
-Foreign currency translation  -   -   -   -   -   123,622   123,622 
Net loss for the period  -   -   -   (569,586)  -   -   (569,586)
BALANCE AT DECEMBER 31, 2018  506,920,000   506,920   (420,524)  (1,650,784)  21,539   (8,049)  (1,550,898)
                             
BALANCE AT MARCH 31, 2019  25,346,004   25,346   61,050   (1,775,767)  21,779   (34,955)  (1,702,547)
Foreign currency translation  -   -   -   -   -   58,716   58,716 
Movement of Statutory reserve  -   -   -   (1,737)  1,737   -   - 
Net loss for the period  -   -   -   (947,485)  -   -   (947,485)
BALANCE AT DECEMBER 31, 2019  25,346,004   25,346   61,050   (2,724,989)  23,516   23,761   (2,591,316)

 

ADDENTAX GROUP CORP. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash FlowsNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)FOR THE THREE AND NINE MONTHS ENDED DECEMBER 31, 2019 AND 2018

 

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

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

1. 6ORGANIZATION AND BUSINESS ACQUISITIONS

ADDENTAX GROUP CORP.

Notes to the Condensed Consolidated Financial Statements

September 30, 2017

(Unaudited)

NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS

 

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

 

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

Share Exchange and Reorganization

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

Qianhai Yingxi Textile & Garments Co., Ltd (“QYTG”), a wholly-owned subsidiary of Yingxi HK, was incorporated in the acquisition date. All share and per share informationPRC 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.

Dongguan Yingxi Daying Commercial Co., Ltd (“DY”), a wholly-owned subsidiary of YX, was incorporated in the PRC in 2019. DY is a property management company for the garment manufacturing industry.

Dongguan Yushang Clothing Co., Ltd (“YS”), a wholly-owned subsidiary of YX, was incorporated in the PRC in 2019. YS is a garment manufacturer.

Shantou Yi Bai Yi Garments Co., Ltd (“YBY”), a wholly-owned subsidiary of YX, was incorporated in PRC in 2019, YBY 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 CONCERN

eliminated 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 $(258,212), $(544,977) for the 6three months ended September 30, 2017,December 31, 2019 and 2018, respectively, and $(947,485), $(569,586) for the nine months ended December 31, 2019 and 2018, respectively. As of December 31, 2019 and March 31, 2019, the Company has sufferedhad net current liability of $4,189,643 and $2,871,981, 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$2,591,316 and other cash requirements for the year ended March 31, 2018.

$1,702,547, 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. During the period, the CEO has provided financial support for the operations of its business plan.the Company. In responsethe event that the Company requires additional funding to these problems, management intendsfinance the growth of the Company’s current and expected future operations as well as to raiseachieve our strategic objectives, the CEO has indicated the intent and ability to provide 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 adjustments to other comprehensive loss, 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, 2019, 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. All cash and cash equivalents relate to cash on hand and cash at bank at December 31, 2019 and March 31, 2019.

The Renminbi is not freely convertible into foreign currencies. Under the PRC Foreign Exchange Control Regulations and Administration of Settlement, Sales and Payment of Foreign Exchange Regulations, the Company is permitted to exchange Renminbi for foreign currencies through banks that are authorized to conduct foreign exchange business.

(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 accounts are charged offreceivables were incorrect, adjustments to the allowance when it is deemed probable that the receivable will notmay be recovered.

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

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

 

Financial InstrumentsAccounts receivable are recognized and carried at the original invoice amount less an allowance for any uncollectible amounts. An estimate for doubtful accounts receivable is made when collection of the full amount is no longer probable. Bad debts are written off as incurred. No allowance for doubtful accounts was made for the three and nine months ended December 31, 2019 and 2018.

 

The Company’s consolidated financial instruments consist primarily of cash,following customers had an accounts receivable prepaid expenses, inventorybalance greater than 10% of total accounts receivable at December 31, 2019 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.March 31, 2019.

 

  December 31, 2019  March 31, 2019 
Customer A  64%  0%
Customer B  8%  10%
Customer C  7%  18%
Customer D  3%  12%
Customer E  3%  12%

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. TheNet realizable value is the 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 declines in net realizable value or for losses of inventories are recognized as an expense in the period the impairment or loss occurs. No allowance for obsolete finished goods for both three and nine months ended December 31, 2019 and 2018.

During the three and nine months ended December 31, 2019 and 2018, approximately 99%, 91%, 76% and 51% of total inventory purchases were from the Company’s inventory is constantly monitored for obsolescence. This is based onfive largest suppliers, respectively. Management believes that should the management’s estimates and they have taken into considerations factors such as turnover, technical obsolescence, rightCompany lose any one of return statusits major suppliers, other suppliers are available that could provide similar products to suppliers and price protection offered by suppliers. These estimates are necessarily subject to a degree of measurement uncertainty. Reserves for slow-moving and obsolete inventory at September 30, 2017 were $0 and at March 31, 2017were $0.the Company.

 

(h) 9Plant and Equipment

 

Related Parties

The Company follows ASC 850,“Related Party Disclosures,”for the identification of related parties and disclosure of related party transactions see Note 9.

Property and Equipment

PropertyPlant and equipment are carried at cost less accumulated depreciation. Cost includes all direct costs necessary to acquireDepreciation is provided over the assets’ estimated useful lives, using the straight-line method. Estimated useful lives of the plant and prepare assets for use.equipment are as follows:

Production plant5-10 years
Motor vehicles10-15 years
Office equipment5-10 years

 

The costs 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 of assets sold or otherwise retired are eliminated withfrom the accounts and any remaining gain or loss recognizedis included in net earnings.

Depreciationthe statement of plantincome. The cost of maintenance and equipment,repairs is recorded oncharged to the straight-line method over estimated useful lives, generallystatement of income as follows:incurred, whereas significant renewals and betterments are capitalized.

 

(i)Years
Production equipment5 - 10
Vehicles3 - 15
Office equipment5 - 10Goodwill

 

ImpairmentGoodwill represents the excess of long-livedthe 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 years.

 

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, 2019 and it was determined that recoverable amount of one of the Company’s reporting units was higher than the carrying amount of the goodwill recorded. Therefore it was concluded that no impairment for goodwill is required. As of December 31, 2019 and March 31, 2019, no carrying amount of goodwill 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, 2019 and March 31, 2019.

(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.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:

 

Revenue Recognition(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 revenue only when allas revenues the amount of the following criteria have been met: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

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

 

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

 

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

Deferred revenue are services billedThe Company’s basic earnings per share is computed by dividing the net income available to customers for whichholders by the servicesweighted average number of the Company’s ordinary shares outstanding. Diluted earnings per share reflects the amount of net income available to each ordinary share outstanding during the period plus the number of additional shares that would have not been fully performed. Asoutstanding if potentially dilutive securities had been issued. The Company had no potentially dilutive ordinary shares as of September 30, 2017December 31, 2019 and March 31, 2017, deferred revenue were $492,553 and $290,099, respectively.2019.

 

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 Company follows guidance issued by the FASB regarding accounting for uncertaintyeffect on deferred taxes of a change in tax rates is recognized as income taxes. This guidance clarifies the accounting for income taxes by prescribing the minimum recognition threshold an income tax position is required to meet before being recognizedor loss 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 notperiod that includes 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.

The Company records income tax related interest and penalties as a component of the provision for income tax expense. As of September 30, 2017 and March 31, 2017, the Company determined there were no uncertain tax provisions.

Earnings (Loss) Per Share

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

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

Recent Accounting Pronouncementsenactment date.

 

The Company has reviewed all other recently issued, buta history of tax losses and there is no convincing evidence that sufficient taxable income will be available against which the deferred tax asset can be utilised, therefore, the Company does not yet effective, accounting pronouncementsrecognize any tax benefits for the three and nine months ended December 31, 2019 and 2018.

The Company is governed by the Income Tax Laws of the PRC. The PRC federal statutory tax rate is 25%. The Company files income tax returns 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 futurenext 12 months.

The Company’s policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. The 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, 2019 and 2018. The Company’s effective tax rate differs from the PRC federal statutory rate primarily due to non-deductible expenses, temporary differences and preferential tax treatments.

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 previously deferred foreign earnings of certain foreign subsidiaries; subject to certain limitations, generally eliminating U.S. corporate income tax on dividends from foreign subsidiaries; and providing for new taxes on certain foreign earnings. Taxpayers may elect to pay the one-time transition tax over eight years, or in a single lump-sum payment. The Company measured the current and deferred taxes based on the provisions of the Tax legislation. After the Company’s measurement, no deferred tax benefit nor expense were recorded relating to the Tax Act changes for the three and nine months ended December 31, 2019 and 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, or

(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)Interest Rate Risk

Our exposure to interest rate risk primarily relates to the interest expenses on our outstanding bank borrowings and the interest income generated by cash invested in cash deposits and liquid investments. As of December 31, 2019, our total outstanding borrowings amounted to $359,038 (RMB2,500,000) with various interest rates from 4.84% to 6.96%. (Note 10)

(p)Leases

The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, other current liabilities, and operating lease liabilities in our consolidated balance sheets. Finance leases are included in property and equipment, other current liabilities, and other long-term liabilities in the consolidated balance sheets.

ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the leases do not provide an implicit rate, The Company generally use the incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

(q)Recently issued and adopted accounting pronouncements

In November 2016, the FASB issued ASU 2016-18: Statement of Cash Flows (Topic 230): Restricted Cash. The amendments in this Update require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The amendments in this Update do not provide a definition of restricted cash or restricted cash equivalents. The amendments in this ASU on update are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The amendments in this Update should be applied using a retrospective transition method each period presented. The Company adopted this ASU on April 1, 2018 and determined it had no impact on its consolidated financial statements as of December 31, 2019.

In August 2018, the FASB issued ASU 2018-13,Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement to ASC Topic 820, Fair Value Measurement (“ASC 820”). ASU 2018-13 modifies the disclosure requirements for fair value measurements by removing, modifying, and/or adding certain disclosures. ASU 2018-13 is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2019. An entity is permitted to early adopt by modifying existing disclosures and delay adoption of any such pronouncements may be expectedthe additional disclosures until the effective date. The Company is evaluating the effect that adoption of this guidance will have on its consolidated financial statements and related disclosures.

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 causeretained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act. This standard was effective for the Company on September 1, 2018. The adoption of this standard did not have 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 December 15, 2019. The Company is currently evaluating the impact the adoption of this ASU will have on its consolidated financial statements.

 

In September 2017,January 2016, the FASB has issued Accounting Standards Update (ASU) No. 2017-13,ASU 2016-01, “Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities(“ASU 2016-01”)”. The standard addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. ASU 2016-01 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. The Company evaluated the impact of adopting the new standard and concluded that there was no material impact to its consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02,Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and LeasesLease (Topic 842): Amendments”,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 SEC Paragraphs Pursuant torecognize a lease liability and a right-of-use asset for all leases (with the Staff Announcementexception of short-term leases) at the July 20, 2017 EITF Meetingcommencement date. This standard takes effect for fiscal years, and Rescissioninterim periods within those fiscal years, beginning after December 15, 2018. According to this new standard, the Company recorded both right-of-use asset and lease liability of Prior SEC Staff Announcements$1.9 million on its consolidated financial statements for the period ended December 31, 2019.

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.ACCOUNTS RECEIVABLES

The receivables and Observer Comments.”allowance balances at December 31, 2019 and March 31 2019 are as follows:

  December 31, 2019  March 31, 2019 
  (unaudited)  (audited) 
Accounts receivable $3,678,982  $1,798,489 
Less: allowance for doubtful accounts  -   - 
Accounts receivable, net $3,678,982  $1,798,489 

No allowance for doubtful accounts was made for the three and nine months ended December 31, 2019 and 2018.

5.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. These advances are unsecured and due on demand.

6.RELATED PARTY TRANSACTIONS

Name of Related PartiesRelationship with the Company
Zhida HongPresident, CEO and a director of the Company
Zhongpeng ChenA legal representative of HPF
Dewu HuangA legal representative of DT
Jinlong HuangA spouse of legal representative of HSW

The amendments in ASU No. 2017-13 amendsCompany leases Shenzhen XKJ office rent-free from Bihua Yang.

The Company had the early adoption date option for certain companiesfollowing related to the adoptionparty balances as of ASU No. 2014-09December 31, 2019 and ASU No. 2016-02. BothMarch 31, 2019:

Amounts due to related parties December 31, 2019  March 31, 2019 
  (unaudited)  (audited) 
Zhida Hong $4,904,847  $3,989,382 
Zhongpeng Chen  163,118   169,235 
Jinlong Huang  98,470   45,513 
Dewu, Huang  60,319   - 
  $5,226,754  $4,204,130 

The balances with related parties are unsecured, non-interest bearing and repayable on demand.

7.INVENTORIES

Inventories consist of the below entities may still adopt usingfollowing as of December 31, 2019 and March 31, 2019:

  December 31, 2019  March 31, 2019 
  (unaudited)  (audited) 
Raw materials $212,409  $157,382 
Work in progress  38,413   160,665 
Finished goods  68,149   - 
Total inventories, net $318,971  $318,047 

There is no inventory allowance for the public company adoption guidancethree and nine months ended December 31, 2019 and 2018.

8.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 to help to ensure priority and preferential pricing on such inventory. The amounts advanced to suppliers are fully refundable on demand.

The Company reviews a supplier’s credit history and background information before advancing a payment. If the financial condition of its suppliers were to deteriorate, resulting in an impairment of their ability to deliver goods or provide services, the Company would recognize bad debt expense in the related ASUs,period they are considered unlikely to be collected.

9.PLANT AND EQUIPMENT

Plant and equipment consists of the following as amended. The effective date is the same as the effective dateof December 31, 2019 and transition requirementsMarch 31, 2019:

  December 31, 2019  March 31, 2019 
  (unaudited)  (audited) 
Production plant $68,375  $107,173 
Motor vehicles  1,053,996   1,016,818 
Office equipment  19,798   14,722 
   1,142,169   1,138,713 
Less: accumulated depreciation  (474,363)  (444,282)
Plant and equipment, net $667,806  $694,431 

Depreciation expense for the amendmentsthree and nine months ended December 31, 2019 and 2018 was $27,648 and $84,277, $28,391 and $88,434, respectively.

10.SHORT-TERM BANK LOAN

In September 2018, HSW, a subsidiary of the Company entered into a facility agreement with Dongguan Agricultural Commercial Bank and obtained a line of credit, which allows the Company to borrow up to approximately $215,522 (RMB1,500,000) for ASU 2014-09 and ASU 2016-02.daily operations. The loans are guaranteed at no cost by the legal representative of HSW. As of December 31, 2019, the Company has borrowed $215,423 (RMB1,500,000) under this line of credit with fixed interest rate of 6.96% per annum. The line of credit is fully used. The outstanding loan balance will be due in September 2020.

 

In May 2014,August 2019, HSW entered into a new facility agreement with Agricultural Bank of China and obtained a line of credit, which allows the FASBCompany to borrow up to approximately $143,682 (RMB1,000,000) for daily operations. The loans are guaranteed at no cost by the legal representative of HSW. As of December 31, 2019, the Company has borrowed $143,616 (RMB1,000,000) under this line of credit with various annual interest rates from 4.84% to 4.9%. The line of credit is fully used. The outstanding loan balance will be due in July 2020.

11.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, 2019 and 2018.

YX were incorporated in the PRC and is subject to the EIT 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, 2019 and 2018.

The Company is governed by the Income Tax Laws of the PRC. Yingxi’s operating companies, QYTG, HSW, HPF, DT and YS were subject to an EIT rate of 25% in 2019 and 2018. XKJ enjoyed the preferential tax benefits and its EIT rate was 15% in 2019 and 2018.

The Company’s parent entity, Addentax Group Corp. is an U.S entity and is subject to the United States federal income tax. No provision for income taxes in the United States has been made as Addentax Group Corp. had no United States taxable income for the three and nine months ended December 31, 2019 and 2018.

No deferred taxes were recognized for the three and nine months ended December 31, 2019 and 2018.

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, 
  2019  2018  2019  2018 
  (unaudited)  (unaudited)  (unaudited)  (unaudited) 
PRC statutory tax rate  25%  25%  25%  25%
Computed expected expenses  (62,297)  (135,719)  (233,850)  (140,748)
Temporary differences not recognized  22,942   (558)  32,028   (86,722)
Tax losses not recognized  48,377   138,379   213,908   234,061 
Income tax expense $9,022  $2,102  $12,086  $6,591 
(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 subsidiaries HSW, DT and YS enjoyed preferential VAT rate of 13%. The Companies are 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 2019 and 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.

12.CONSOLIDATED SEGMENT DATA

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

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

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

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

Revenues by segment for the three and nine months ended December 31, 2019 and 2018 are as follows:

  Three months ended  Nine months ended 
  December 31,  December 31, 
  2019  2018  2019  2018 
Revenues (unaudited)  (unaudited)  (unaudited)  (unaudited) 
Manufacturing segment  2,643,560   731,310   3,517,009   2,760,966 
Service segment  1,384,342   1,810,493   4,665,387   5,347,442 
  $4,027,902  $2,541,803  $8,182,396  $8,108,408 

Income from operations by segment for the three and nine months ended December 31, 2019 and 2018 are as follows:

  Three months ended  Nine months ended 
  December 31,  December 31, 
  2019  2018  2019  2018 
Operating income (loss) (unaudited)  (unaudited)  (unaudited)  (unaudited) 
Manufacturing segment $158,268  $(33,584) $187,803  $(12,458)
Service segment  (176,350)  (255,499)  (168,634)  37,292 
Corporate and other  (227,210)  (255,934)  (927,569)  (606,961)
Income (loss) from operations $(245,292) $(545,017) $(908,400) $(582,127)
Manufacturing segment  (3,563)  5   (22,848)  13,358 
Service segment  (53)  2,072   (3,760)  2,726 
Corporate and other  (282)  65   (391)  3,048 
Income (loss) before income tax $(249,190)  (542,875)  (935,399)  (562,995)
Income tax expense  (9,022)  (2,102)  (12,086)  (6,591)
Net income (loss) $(258,212) $(544,977) $(947,485) $(569,586)

Depreciation and amortization by segment for the three and nine months ended December 31, 2019 and 2018 are as follows:

  Three months ended  Nine months ended 
  December 31,  December 31, 
  2019  2018  2019  2018 
Depreciation (unaudited)  (unaudited)  (unaudited)  (unaudited) 
Manufacturing segment  1,746   4,237   7,536   18,987 
Service segment  25,902   24,154   76,742   69,447 
  $27,648  $28,391  $84,278  $88,434 

Total assets by segment at December 31, 2019 and March 31, 2019 are as follows:

Total assets December 31, 2019  March 31, 2019 
  (unaudited)  (audited) 
Manufacturing segment $3,518,909  $1,242,335 
Service segment  2,237,225   2,253,308 
Corporate and other  2,490,021   476,203 
  $8,246,155  $3,971,846 

Goodwill by segment at December 31, 2019 and March 31, 2019 is as follows:

Goodwill December 31, 2019  March 31, 2019 
  (unaudited)  (audited) 
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 forecast 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 the implementation of the Company’s strategy. Based on the impairment test of goodwill, the recoverable amount was higher than the carrying amount of the goodwill recorded and it was concluded that no impairment against the amount of goodwill as of December 31, 2019 is necessary.

13.ACCRUED EXPENSES AND OTHER PAYABLES

Accrued expenses and other payables consist of the following as of December 31, 2019 and March 31, 2019:

  December 31, 2019  March 31, 2019 
  (unaudited)  (audited) 
Lease liabilities – current portion (i) $455,518  $- 
Accrued wages and welfare  84,085   84,677 
Other payables  598,972   175,160 
  $1,138,575  $259,837 

(i)Lease liabilities – current portion represents the operating lease liabilities due within next 12 months.
14.

LEASE RIGHT-OF-USE ASSET AND LEASE LIABILITIES

The Company implemented new accounting policy according to the ASC 842, Leases, on April 1, 2019 on a modified retrospective basis and did not restate comparative periods. Under the new policy, the Company recognized approximately $0.06 million lease liability as well as right-of-use asset for all leases (with the exception of short-term leases) at the commencement date. Lease liabilities are measured at present value of the sum of remaining rental payments as of December 31, 2019, with discounted rate of 4.35%. A single lease cost is recognized over the lease term on a generally straight-line basis. All cash payments of operating lease cost are classified within operating activities in the statement of cash flows.

As of December 31, 2019 and March 31, 2019, the right-of use asset and lease liabilities are as follows:

  December 31, 2019  March 31, 2019 
   (unaudited)   (audited) 
Right-of-use asset – operating leases $1,939,270  $- 
         
Lease liabilities – current portion  455,518   - 
Lease liabilities – non-current portion  1,483,752   - 
  $1,939,270  $- 

Lease cost

  Three months ended
December 31,
  Nine months ended
December 31,
 
  2019  2018  2019  2018 
  (unaudited)  (unaudited)  (unaudited)  (unaudited) 
Operating lease cost  126,053   23,157   325,664   77,664 
Short-term lease cost  6,445   -   70,231   - 
  $132,498  $23,157   395,895   77,664 

Other information

  Three months ended
December 31,
  Nine months ended
December 31,
 
  2019  2018  2019  2018 
  (unaudited)  (unaudited)  (unaudited)  (unaudited) 
Cash paid for amounts included in the measurement of lease liabilities            
Operating cash flow from operating leases $132,498  $-  $395,895  $- 
Right-of-use assets obtained in exchange for new operating leases liabilities  65,527   -   1,966,535      - 
Weighted average remaining lease term - Operating leases (years)  4.5   -   4.5   - 
Weighted average discount rate - Operating leases  4.35%  -   4.35%  - 

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. The paid-up statutory reserve was $23,516 and $21,779 as of December 31, 2019 and March 31, 2019, respectively.

(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.REVERSE STOCK SPLIT

On January 24, 2019, the Board of Directors of the Company approved a reverse stock split of the Company’s issued and outstanding shares of common stock, par value $0.001 per share (the “Common Stock”), at a ratio of 1-for-20 (the “Reverse Stock Split”). The Reverse Stock Split was effective on February 27, 2019 (the “Effective Date”). As a result of the filing of the Certificate, the number of shares of the Company’s authorized Common Stock was reduced from 1,000,000,000 shares to 50,000,000 shares and the issued and outstanding number of shares of the Company’s Common Stock was correspondingly decreased to 25,346,004. There was no change to the par value of the Company’s Common Stock. The decrease of Share Capital was transferred to and increased the Additional Paid In Capital. The Company has adjusted all references to number of share and loss per share amounts in the accompanying consolidated financial statements and notes to reflect the reverse stock split.

17.SUBSEQUENT EVENTS

The outbreak of the virus known as the coronavirus in January 2020 resulted in interruption of both manufacturing business and service business which adversely affected the businesses significantly. Management is evaluating the impact and developing actions plan to minimize the effect and to recover both businesses as soon as possible.

.

There is no other subsequent events have occurred that would require recognition or disclosure in the financial statements.

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

The following discussion and analysis of our financial condition and results of operations for the three and nine months ended December 31, 2019 and 2018 should be read in conjunction with the attached consolidated unaudited Financial Statements and corresponding notes and our consolidated audited financial statements and related notes for the fiscal year ended March 31, 2019 found in our Annual Report on Form 10-K. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations, and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under the Risk Factors and Special Note Regarding Forward-Looking Statements in this report. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” “target”, “forecast” and similar expressions to identify forward-looking statements.

Overview

Our Business

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

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

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, 2019, we provide logistic service to over 79 cities in approximately nine provinces and two municipalities.We expect to develop an additional 20 logistics points in existing serving cities and improve the Company’s profit in the year of 2020.

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

Collection Policy

Garment manufacturing business

For our new customers, we generally require orders placed to be backed by advances or deposits. For our long-term and established customers with good payment track records, we generally provide payment terms between 30 to 180 days following the 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 receipt of packages.

Economic Uncertainty

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

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

The outbreak of the virus known as the coronavirus in January 2020 resulted in interruption of both manufacturing business and service business which adversely affected the businesses significantly. Management is evaluating the impact and developing actions plan to minimize the effect and to recover both businesses as soon as possible.

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 update and introducedoperation 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 5-step approach which modifiescustomer obtains control of promised goods or services and is recognized in an amount that reflects the requirementsconsideration that the Company expects to receive in exchange for identifying, allocating, and recognizing revenue related tothose goods or services. In addition, the achievementstandard requires disclosure of performance conditions under contracts with customers. This update also requires additional disclosure related to the nature, amount, timing, and uncertainty of revenue that is recognized underand cash flows arising from contracts with customers. This guidanceThe 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:

(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.

Leases

The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, other current liabilities, and operating lease liabilities in our consolidated balance sheets. Finance leases are included in property and equipment, other current liabilities, and other long-term liabilities in the consolidated balance sheets.

ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the leases do not provide an implicit rate, The Company generally use the incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

Recently issued and adopted accounting pronouncements

In November 2016, the FASB issued ASU 2016-18: Statement of Cash Flows (Topic 230): Restricted Cash. The amendments in this Update require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The amendments in this Update do not provide a definition of restricted cash or restricted cash equivalents. The amendments in this ASU on update are effective for public business entities for fiscal and interim periodsyears beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is required topermitted, including adoption in an interim period. The amendments in this Update should be applied retrospectivelyusing a retrospective transition method each period presented. The Company adopted this ASU on April 1, 2018 and determined it had no impact on its consolidated financial statements as of December 31, 2019.

In August 2018, the FASB issued ASU 2018-13,Disclosure Framework—Changes to all revenue arrangements.the Disclosure Requirements for Fair Value Measurement to ASC Topic 820, Fair Value Measurement (“ASC 820”). ASU 2018-13 modifies the disclosure requirements for fair value measurements by removing, modifying, and/or adding certain disclosures. ASU 2018-13 is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2019. An entity is permitted to early adopt by modifying existing disclosures and delay adoption of the additional disclosures until the effective date. The Company is evaluating the effect that adoption of this guidance will have on its consolidated financial statements and related disclosures.

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 was effective for the Company on September 1, 2018. The adoption of this guidance isstandard did 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 December 15, 2019. The Company is currently evaluating the impact the adoption of this ASU will have on its consolidated financial statements.

6

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

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 takes effect for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. According to this new standard, the Company recorded both right-of-use asset and lease liability of $1.9 million on its consolidated financial statements for the period ended December 31, 2019.

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.

 

In December 2016, the FASB has issued Accounting Standards Update (ASU) No. 2016-20, “Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers.” The amendments affect narrow aspectsResults of the guidance issued in ASU 2014-09 including Loan Guarantee Fees, Contract Costs, Provisions for Losses on Construction-Type and Production-Type Contracts, Disclosure of Remaining Performance Obligations, Disclosure of Prior Period Performance Obligations, Contract Modifications, Contract Asset vs. Receivable, Refund Liability, Advertising Costs, Fixed Odds Wagering Contracts in the Casino Industry, and Costs Capitalized for Advisors to Private Funds and Public Funds. The effective date and transition requirementsOperations 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 periods beginning after December 15, 2017, including interim reporting periods therein.

 11

NOTE 4 – INVENTORY

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

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

NOTE 5 – NOTES RECEIVABLE

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

The amounts are interest free, unsecured and have no fixed terms of repayment. As at September 30, 2017 and March 31, 2017, there were no interest due and outstanding and no provision had been made for non-repayment of the loan or interest.

Notes receivables consisted mainly 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, 2017 and March 31, 2017, consist of the following:

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

Depreciation expense for the sixthree months ended September 30, 2017December 31, 2019 and 2016 amounted to $56,797 and $49,719, respectively.

NOTE 7 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

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

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

 12

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

NOTE 8 – LOAN PAYABLE2018

 

The componentsfollowing tables summarize our results of our short-term debtoperations for the three months ended December 31, 2019 and 2018. The table 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 of 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   

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

 13

NOTE 10 – CONCENTRATION OF CREDIT RISKS

The Company had certain customers whose revenue individually represented 10% or more 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, 2017 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 value shares of common stock authorized.

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

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

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

NOTE 13 –SUBSEQUENT EVENTS

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

 14

Item 2.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 below should be read in conjunction with our consolidated financial statements and the related notes that appearthereto appearing elsewhere in this quarterly report.

  Three Months Ended December 31,  Increase (decrease) in 
  2019  2018  2019 compared to 2018 
  (In U.S. dollars, except for percentages)    
Revenue $4,027,902   100.0% $2,541,803   100% $1,486,099   58.5%
Cost of revenues  (3,746,040)  (93.0)%  (2,495,740)  (98.2)%  (1,250,300)  (50.1)%
Gross profit  281,862   7.0%  46,063   1.8%  235,799   511.9%
Operating expenses    (527,154)  (13.1)%  (591,080)  (23.3)%  (63,926)  (10.8)%
Loss from operations    (245,292)  (6.1)%  (545,017)  (21.4)%  (299,725)  (55.0)%
Other income, net  66   (0.0)%  2,142   0.1%  (2,076)  (96.9)%
Net finance cost  (3,964)  (0.1)%  -   -   (3,964)    
Income tax expense  (9,022)  (0.2)%  (2,102)  (0.1)%  (6,920)  (329.2)%
Net (loss) income $(258,212)  (6.4)% $(544,977)  (21.4)% $286,765   52.6%

Revenue

Revenue generated from our garment manufacturing business contributed $2,643,560 or 65.6% of our total revenue for the three months ended December 31, 2019. Revenue generated from our garment manufacturing business contributed $731,310 or 28.8% of our total revenue for the three months ended December 31, 2018.

Revenue generated from our logistic business contributed $1,384,342 or 34.4% of our total revenue for the three months ended December 31, 2019. 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.

Total revenue for the three months ended December 31, 2019 and 2018 were $4,027,902 and $2,541,803, respectively, a 58.5% increase compared with the three months ended December 31, 2018. The following discussion contains forward-looking statements that reflect our plans, estimatesincrease was mainly because the orders were increase mainly due to the increase in garment business as the garment business developed a new client. Holding companies, YX and beliefs. Our actual results could differ materially from those discussedQYTG did not have consulting service income in the forward-looking statements. Factorsthree months ended December 31. 2019.

Cost of revenue

  Three Months Ended December 31,  Increase (decrease) in 
  2019  2018  2019 compared to 2018 
  (In U.S. dollars, except for percentages)    
Net revenue for garment manufacturing $2,643,560   100.0% $731,310   100% $1,912,250   261.5%
Raw materials  1,946,455   73.6%  572,596   78.3%  1,373,859   239.9%
Labor  469,268   17.8%  62,263   8.5%  407,005   653.7%
Other and Overhead  21,934   0.8%  27,248   3.7%  (5,314)  (19.5)%
Total cost of revenue for garment manufacturing  2,437,657   92.2%  662,107   90.5%  1,775,550   268.2%
Gross profit for garment manufacturing  205,903   7.8%  69,203   9.5%  136,700   197.5%
Net revenue for logistic service  1,384,342   100%  1,810,493   100%  (426,151)  (23.5)%
Fuel, toll and other cost of logistic service  464,583   33.5%  862,457   47.6%  (397,874)  (46.1)%
Subcontracting fees  843,800   61.0%  971,176   53.7%  (127,376)  (13.1)%
Total cost of revenue for logistic service  1,308,383   94.5%  1,833,633   101.3%  (525,250)  (28.6)%
Gross Profit (loss) for logistic service  75,959   5.5%  (23,140)  (1.3)%  99,099   (428.3)%
Total cost of revenue $3,746,040   93.0% $2,495,740   98.2% $1,250,300   50.1%
Gross profit $281,862   7.0% $46,063   1.8% $235,799   511.9%

Cost of revenue for our manufacturing segment for the three months ended December 31, 2019 and 2018 was $2,437,657 and $662,107, 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, 2019 and 2018 was $1,308,383 and $1,833,633, respectively, which includes gasoline and diesel fuel, toll charges, other cost of logistic service 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 98.7% and 75.7% of raw materials purchases for the three months ended December 31, 2019 and 2018, respectively. One and two suppliers provided more than 10% of our raw materials purchases for the three months ended December 31, 2019 and 2018. 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 a few subcontractors, in which the subcontracting fees to our largest contractor represented approximately 21.0% and 30.2% of total cost of revenues for our service segment for the three months ended December 31, 2019 and 2018, respectively. The percentage dropped as we used more subcontractors than last year. 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 73.6% of our total manufacturing business revenue in the three months ended December 31, 2019, compared with 78.3% in the three months ended December 31, 2018. The decrease in percentages was mainly due to the purchase cost of the raw materials remained consistent, while the labor costs continued rising.

Labor costs for our manufacturing business were 17.8% of our total manufacturing business revenue in the three months ended December 31, 2019, compared with 8.5% in the three months ended December 31, 2018.

Overhead and other expenses for our manufacturing business accounted for 0.8% of our total manufacturing business revenue for the three months ended December 31, 2019, compared with 3.7% of total manufacturing business revenue for the three months ended December 31, 2018.

Fuel, toll and other costs for our service business for the three months ended December 31, 2019 were $464,583 compared with $862,457 for the three months ended December 31, 2018. Fuel, toll and other costs for our service business accounted for 33.5% of our total service revenue for the three months ended December 31, 2019, compared with 47.6% for the three months ended December 31, 2018. The decrease in percentages was primarily attributable to increase of use of subcontractors.

Subcontracting fees for our service business for the three months ended December 31, 2019 decreased 13.1% to $843,800 from $971,176 for the three months ended December 31, 2018. Subcontracting fees accounted for 61.0% and 53.7% of our total service business revenue in the three months ended December 31, 2019 and 2018, respectively. This increase in percentages was primarily because the Company subcontracted more shipping orders to subcontractors in 2019 due to the increase in shipping orders with the destination that could cause or contributewere not covered by the Company’s own delivery and transportation networks. Moreover, the delivery cost of third-party has raised due to such differences include, butthe market condition.

Total cost of revenue for the three months ended December 31, 2019 was $3,746,040, a 50.1% increase from $2,495,740 for the three months ended December 31, 2018. Total cost of sales as a percentage of total sales for the three months ended December 31, 2019 was 93.0%, compared with 98.2% for the three months ended December 31, 2018. Gross margin for the three months ended December 31, 2019 was 7.0% compared with 1.8% for the three months ended December 31, 2018.

Gross profit

              Increase (decrease) in 
  2019  2018  2019 compared to 2018 
  (In U.S. dollars, except for percentages)       
Gross profit $281,862   100% $46,063   100%  235,799   511.9%
Operating expenses:                        
Selling expenses  (960)  (0.3)%  (4,770)  (10.4)%  3,810   79.9%
General and administrative expenses  (526,194)  (186.7)%  (586,310)  (1,272.8)%  60,116   10.3%
Total $(527,154)  (187.0)% $(591,080)  (1,283.2)%  63,926   10.8%
Loss from operations $(245,292)  (87.0)% $(545,017)  (1,183.2)%  299,725   55.0%

Manufacturing business gross profit for the three months ended December 31, 2019 was $205,903 compared with $69,203 for the three months ended December 31, 2018. Gross profit accounted for 7.8% of our total manufacturing business revenue for the three months ended December 31, 2019, compared with 9.5% for the three months ended December 31, 2018.

Gross profit in our service business for the three months ended December 31, 2019 was $75,959 and gross margin was 5.5%. Gross loss in our service business for the three months ended December 31, 2018 was $(23,140) and gross margin was (1.3)%.

The decrease in gross margin was mainly due to increase of unit fuel cost and subcontracting fee in the quarter while unit price of service revenue remained mostly the same. Moreover, the portion of fuel cost of empty return trucks and cost of containers were relatively high compared with the slowed down revenue, which made the gross margin decrease as well.

Selling, General and administrative expenses

Our selling expenses in our manufacturing segment for the three months ended December 31, 2019 and 2018 was $960 and $4, 770, respectively. Our selling expenses in our service segment for the three months ended December 31, 2019 and 2018 was $nil and $nil, respectively. Selling expenses consist primarily of local transportation, unloading charges and product inspection charges. Total selling expenses for the three months ended December 31, 2019 decreased 79.9% to $960 from $4, 770 for the three months ended December 31, 2018.

Our general and administrative expenses in our manufacturing segment for the three months ended December 31, 2019 and 2018 was $46,675 and $98,017, respectively. Our general and administrative expenses in our service segment, for the three months ended December 31, 2019 and 2018 was $252,309 and $232,359, respectively. Our general and administrative expenses in our corporate office for the three months ended December 31, 2019 and 2018 was $227,210 and $255,934, 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 limiteddirectly attributable to those discussed below and elsewhere in this quarterly report.our revenues.

 

Unless otherwise specifiedTotal general and administrative expenses for the three months ended December 31, 2019 decreased 10.3% to $526,194 from $586,310 for the three months ended December 31, 2018. The increase was mainly due to the increase in this quarterly report, all dollar amounts are expressed in United States dollarslegal and all referencesprofessional fees to “common stock” refer to sharescomply with the SEC accounting, disclosure and reporting requirements, new office rental expense, overseas traveling expense and expense of our common stock.General Meetings.

 

As used(Loss) income from operations

Loss from operations for the three months ended December 31, 2019 and 2018 was $245,292 and $545,017, respectively. Income (Loss) from operations of $158,268 and $(33,584) was attributed from our manufacturing segment for the three months ended December 31, 2019 and 2018, respectively. Loss from operations of $(176,350) and $(255,499) was attributed from our service segment for the three months ended December 31, 2019 and 2018, respectively. We incurred a loss from operations in this quarterly report,corporate office of $(227,210) and $(255,934) for the terms “we”, “us”, “our company”, mean Addentax Group Corp.,three months ended December 31, 2019 and 2018, respectively. The loss from our corporate office was mainly due to increase in legal and professional fees to comply with the SEC accounting, disclosure and reporting requirements.

The outbreak of the virus known as the coronavirus in January 2020 resulted in interruption of both manufacturing business and service business which adversely affected the businesses significantly. We expect to incur further loss in the following quarter ended March 31, 2020. We are evaluating the impact and developing actions plan to minimize the effect and to recover both businesses as soon as possible.

Income Tax Expenses

Income tax expense for the three months ended December 31, 2019 and 2018 was $9,022 and $2,102, respectively, a Nevada corporation329.2% increase compared to 2018. The Company operates in the PRC and our wholly-owned subsidiary files tax returns in the PRC jurisdictions.

Yingxi Industrial Chain Group Co., Ltd., a Republic of Seychelles corporation, unless otherwise indicated.

Corporate Overview

Addentax Group Corp.Ltd was incorporated in the StateRepublic of Nevada on October 28, 2014Seychelles and, establishedunder 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 fiscal year-endtax rate of March 31. We are16.5%. 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, 2019 and 2018.

QYTG and YX were incorporated in the development stagePRC and were incorporatedis subject to produce images on multiple surfaces, such as glass, leather, plastic, ceramic, textile,the PRC Enterprise Income Tax (EIT) rate is 25%. No provision for income taxes in YX has been made it had no taxable income for the three months ended December 31, 2019 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 405.2018.

 

OnThe Company is governed by the Income Tax Laws of the PRC. Yingxi’s operating companies, HSW, HPF, YS and DT were subject to an EIT rate of 25% in 2019. XKJ enjoyed the preferential tax benefits and its EIT rate was 15% in 2019.

The Company’s parent entity, Addentax Group Corp. is an U.S entity and is subject to the United States federal income tax. No provision for income taxes in the United States has been made as Addentax Group Corp. had no United States taxable income for the three months ended December 28, 2016,31, 2019 and 2018.

Net Loss

We incurred a net loss of $258,212 and a net loss of $544,977 for the three months ended December 31, 2019 and 2018, respectively. Our basic and diluted earnings per share were $0.00 and $0.00 for the three months ended December 31, 2019 and 2018, respectively.

Results of Operations for the nine months ended December 31, 2019 and 2018

The following tables summarize our results of operations for the nine months ended December 31, 2019 and 2018. The table and the discussion below should be read in conjunction with our consolidated financial statements and the notes thereto appearing elsewhere in this report.

  Nine Months Ended December 31,  Increase (decrease) in 
  2019  2018  2019 compared to 2018 
  (In U.S. dollars, except for percentages)       
Revenue $8,182,396   100.0% $8,108,408   100% $73,988   0.9%
Cost of revenues  (7,221,683)  (88.3)%  (7,086,149)  (87.4)%  (135,534)  (1.9)%
Gross profit  960,713   11.7%  1,022,259   12.6%  (61,546)  (6.0)%
Operating expenses  (1,869,113)  (22.8)%  (1,604,386)  (19.8)%  (264,727)  (16.5)%
Loss from operations  (908,400)  (11.1)%  (582,127)  (7.2)%  (326,273)  (56.0)%
Other income, net  (10,753)  (0.1)%  19,132   0.2%  (29,885)  (156.2)%
Net finance cost  (16,246)  (0.3)%  -       (16,246)    
Income tax expense  (12,086)  (0.1)%  (6,591)  (0.0)%  (5,495)  (83.4)%
Net (loss) income $(947,485)  (11.6)% $(569,586)  (7.0)% $(377,899)  (66.3)%

Revenue

Revenue generated from our garment manufacturing business contributed $3,517,009 or 43.0% of our total revenue for the nine months ended December 31, 2019. 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 logistic business contributed $4,665,387 or 57.0% of our total revenue for the nine months ended December 31, 2019. 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.

Total revenue for the nine months ended December 31, 2019 and 2018 were $8,182,396 and $8,108,408, respectively, a 0.1% increase compared with the nine months ended December 31, 2018. Holding companies, YX and QYTG did not have consulting service income in the nine months ended December 31, 2019. One of the subsidiaries, HSW, was moving its factories which resulted in a decrease of order accepted.

Cost of revenue

  Nine months Ended December 31,  Increase (decrease) in 
  2019  2018  2019 compared to 2018 
  (In U.S. dollars, except for percentages)    
Net revenue for garment manufacturing $3,517,008   100% $2,760,966   100% $756,042   27.4%
Raw materials  2,551,508   72.5%  2,220,433   80.4%  331,075   14.9%
Labor  570,181   16.2%  243,710   8.8%  326,471   134.0%
Other and Overhead  53,992   1.5%  57,286   2.1%  (3,294)  (5.8)%
Total cost of revenue for garment manufacturing  3,175,681   90.3%  2,521,429   91.3%  654,252   25.9%
Gross profit for garment manufacturing  341,327   9.71%  239,537   8.7%  101,790   42.5%
Net revenue for logistic service  4,665,388   100%  5,347,442   100%  (682,054)  (12.8)%
Fuel, toll and other cost of logistic service  1,385,870   29.7%  2,089,404   39.1%  (703,534)  (33.7)%
Subcontracting fees  2,660,132   57.0%  2,475,316   46.3%  184,816   7.5%
Total cost of revenue for logistic service  4,046,002   86.7%  4,564,720   85.4%  (518,718)  (11.4)%
Gross Profit for logistic service  619,386   13.3%  782,722   14.6%  (163,336)  (20.9)%
Total cost of revenue $7,221,683   88.3% $7,086,149   87.4% $135,534   1.9%
Gross profit $960,713   11.7% $1,022,259   12.6% $(61,546)  (6.0)%

Cost of revenue for our manufacturing segment for the nine months ended December 31, 2019 and 2018 was $3,175,681 and $2,521,429, respectively, which includes direct raw material cost, direct labor cost, manufacturing overheads including depreciation of production equipment and rent. Cost of revenue for our service segment for the nine months ended December 31, 2019 and 2018 was $4,046,002 and $4,564,720, respectively, which includes gasoline and diesel fuel, toll charges, other cost of logistic service 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 91.2% and 51.4% of raw materials purchases for the nine months ended December 31, 2019 and 2018, respectively. One supplier provided more than 10% of our raw materials purchases for the nine months ended December 31, 2019 and 2018. 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 a few subcontractors, in which the subcontracting fees to our largest contractor represented approximately 19.3% and 15.2% of total cost of revenues for our service segment for the nine months ended December 31, 2019 and 2018, respectively. The percentage increased as we used more subcontractors than last year . 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 72.5% of our total manufacturing business revenue in the nine months ended December 31, 2019, compared with 80.4% in the nine months ended December 31, 2018. The decrease in percentages was mainly due to the purchase cost of the raw materials remained consistent, while the labor costs continued rising.

Labor costs for our manufacturing business were 16.2% of our total manufacturing business revenue in the nine months ended December 31, 2019, compared with 8.8% in the nine months ended December 31, 2018.

Overhead and other expenses for our manufacturing business accounted for 1.5% of our total manufacturing business revenue for the nine months ended December 31, 2019, compared with 2.1% of total manufacturing business revenue for the nine months ended December 31, 2018.

Fuel, toll and other costs for our service business for the nine months ended December 31, 2019 were $1,385,870 compared with $2,089,404 for the nine months ended December 31, 2018. Fuel, toll and other costs for our service business accounted for 29.7% of our total service revenue for the nine months ended December 31, 2019, compared with 39.1% for the nine months ended December 31, 2018. The decrease in percentages was primarily attributable to increase of use of subcontractors.

Subcontracting fees for our service business for the nine months ended December 31, 2019 increased 7.5% to $2,660,132 from $2,475,316 for the nine months ended December 31, 2018. Subcontracting fees accounted for 57.0% and 46.3% of our total service business revenue in the nine months ended December 31, 2019 and 2018, respectively. This increase in percentages was primarily because the Company executed a Sale & Purchase Agreement (“Agreement”)subcontracted more shipping orders to subcontractors in 2019 due to the increase in shipping orders with the destination that were not covered by the Company’s own delivery and transportation networks. Moreover, the delivery cost of third-party has raised due to the market condition.

Total cost of revenue for the acquisitionnine months ended December 31, 2019 was $7,221,683, a 1.9% increase from $7,086,149 for the nine months ended December 31, 2018. Total cost of 100%sales as a percentage of total sales for the sharesnine months ended December 31, 2019 was 88.3%, compared with 87.4% for the nine months ended December 31, 2018. Gross margin for the nine months ended December 31, 2019 was 11.7% compared with 12.6% for the nine months ended December 31, 2018.

Gross profit

              Increase (decrease) in 
  2019  2018  2019 compared to 2018 
  (In U.S. dollars, except for percentages)       
Gross profit $960,713   100% $1,022,259   100%  (61,546)  (6.0)%
Operating expenses:                       
Selling expenses  (11,825)  (1.2)%  (14,480)  (1.4)%  2,655   18.3%
General and administrative expenses  (1,857,288)  (193.3)%  (1,589,906)  (155.5)%  (267,382)  (16.8)%
Total $(1,869,113)  (194.6)% $(1,604,386)  (156.9)%  (264,727)  (16.5)%
Loss from operations $(908,400)  (94.6)% $(582,127)  (56.9)%  (326,273)  (56.0)%

Manufacturing business gross profit for the nine months ended December 31, 2019 was $341,327 compared with $239,537 for the nine months ended December 31, 2018. Gross profit accounted for 9.7% of our total manufacturing business revenue for the nine months ended December 31, 2019, compared with 8.7% for the nine months ended December 31, 2018.

Gross profit in our service business for the nine months ended December 31, 2019 was $619,386 and assetsgross margin was 13.3%. Gross profit in our service business for the nine months ended December 31, 2018 was $782,722 and gross margin was 14.6%.

The decrease in gross margin was mainly due to increase of unit fuel cost and subcontracting fee in the third quarter while unit price of service revenue remained mostly the same. Moreover, the portion of fuel cost of empty return trucks and cost of containers were relatively high compared with the slowed down revenue, which made the gross margin decrease as well. In XKJ, service revenue decreased faster than the decrease of cost mainly due to the decrease in logistics service business.

Selling, General and administrative expenses

Our selling expenses in our manufacturing segment for the nine months ended December 31, 2019 and 2018 was $11,826 and $14,480, respectively. Our selling expenses in our service segment for the nine months ended December 31, 2019 and 2018 was $nil and $nil, respectively. Selling expenses consist primarily of local transportation, unloading charges and product inspection charges. Total selling expenses for the nine months ended December 31, 2019 decreased 18.3% to $11,826 from $14,480 for the nine months ended December 31, 2018.

Our general and administrative expenses in our manufacturing segment for the nine months ended December 31, 2019 and 2018 was $141,698 and $237,514, respectively. Our general and administrative expenses in our service segment, for the nine months ended December 31, 2019 and 2018 was $788,021 and $745,431, respectively. Our general and administrative expenses in our corporate office for the nine months ended December 31, 2019 and 2018 was $927,569 and $606,961, 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.

Total general and administrative expenses for the nine months ended December 31, 2019 increased 16.8% to $1,857,288 from $1,589,906 for the nine months ended December 31, 2018. The increase was mainly due to the increase in legal and professional fees to comply with the SEC accounting, disclosure and reporting requirements, new office rental expense, overseas travelling expense and expense of General Meetings.

Loss from operations

Loss from operations for the nine months ended December 31, 2019 and 2018 was $908,400 and $582,127, respectively. Income (loss) from operations of $187,803 and $(12,458) was attributed from our manufacturing segment for the nine months ended December 31, 2019 and 2018, respectively. (Loss) income from operations of $(168,634) and $37,292 was attributed from our service segment for the nine months ended December 31, 2019 and 2018, respectively. We incurred a loss from operations in corporate office of $927,569 and $606,961 for the nine months ended December 31, 2019 and 2018, respectively. The loss from our corporate office was mainly due to increase in legal and professional fees to comply with the SEC accounting, disclosure and reporting requirements.

Income Tax Expenses

Income tax expense for the nine months ended December 31, 2019 and 2018 was $12,086 and $6,591, respectively, a 83.4% increase compared to 2018. The Company operates in the PRC and files tax returns in the PRC jurisdictions.

Yingxi Industrial Chain Group Co., Ltd., (YICG”) a companyLtd was incorporated in the Republic of Seychelles and, under the current laws of the Republic of Seychelles. The Company agreedBritish Virgin Islands, is not subject to issue five hundred million (500,000,000) shares to Yingxi Industrial Chain Group Co., Ltd. to acquire the shares and assets for a cost of US$0.30 per share or a total cost of US$150,000,000. The closing of the Agreement occurred on September 25, 2017.income taxes.

 

AsYingxi HK was incorporated in Hong Kong and is subject to Hong Kong income tax at a resulttax rate of 16.5%. No provision for income taxes in Hong Kong has been made as Yingxi HK had no taxable income for the nine months ended December 31, 2019 and 2018.

QYTG and YX were incorporated in the PRC and is subject to the PRC Enterprise Income Tax (EIT) rate is 25%. No provision for income taxes in YX has been made it had no taxable income for the nine months ended December 31, 2019 and 2018.

The Company is governed by the Income Tax Laws of the closing,PRC. Yingxi’s operating companies, HSW, HPF, YS and DT were subject to an EIT rate of 25% in 2019. XKJ enjoyed the Company has terminatedpreferential tax benefits and its previous business plan,EIT rate was 15% in 2019.

The Company’s parent entity, Addentax Group Corp. is an U.S entity and is now pursuingsubject to the historical business of Yingxi Industrial ChainUnited States federal income tax. No provision for income taxes in the United States has been made as Addentax Group Co., Ltd., an international industry chain service provider specializing in textile & garments industry.Corp. had no United States taxable income for the nine months ended December 31, 2019 and 2018.

Net Loss

 

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

 15

Results of Operations

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

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

Revenue

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

Cost of revenue

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

Gross profit

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

Operating expense

General and administrative expenses totaled $374,505 for the three months ended September 30, 2017, a decrease of $27,047, compared to 2016. Operating expenses consisted of sales expense, administration expense and financial expense. The decrease in operating expenses was primarily a result of a decrease in administration expenses due to a decrease of staff.

Other income

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

Net loss

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

 16

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

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

Revenue

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

Cost of revenue

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

Gross profit

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

Operating expense

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

Other income (expense)

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

Net income (loss)

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

Liquidity and Capital Resources

Working Capital

      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%)

 17

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

Cash Flows

  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 

Cash Flows from Operating Activities

For the six months ended September 30, 2017, net cash flows provided by operating activities consisted ofincurred a net loss of $119,669$947,485 and was decreased$569,586 for the nine months ended December 31, 2019 and 2018, respectively. Our basic and diluted earnings per share were $0.00 and $0.00 for the nine months ended December 31, 2019 and 2018, respectively.

Summary of cash flows

Summary cash flows information for the nine months ended December 31, 2019 and 2018 is as follow:

  2019  2018 
  (In U.S. dollars) 
Net cash (used in) provided by operating activities $(1,058,936) $1,083,074 
Net cash used in investing activities $(94,864) $(91,246)
Net cash provided by (used in) financing activities $1,306,400  $(887,410)

Net cash used in operating activities consist of net loss of $947,485, increased by depreciation of $56,797,$84,277, loss on disposal of property and increasedequipment of $3,323 and reduced by a net increase in change of operating assets and liabilities of $77,627. For$199,051. 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 customers’ order.

Net cash used in investing activities consist of purchase of plant and equipment of $94,864.

Net cash provided by financing activities consist of proceeds from bank borrowing of $515,816, repayment of bank borrowing of $372,135, repayment of related party borrowings of $665,323 and we received related party proceeds of $1, 828,042.

Financial Condition, Liquidity and Capital Resources

As of December 31, 2019, we had cash on hand of $424,021, total current assets of $5,164,076 and current liabilities of $9,353,719. 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.

The growth and development 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.

We are subject to all the substantial risks inherent in the development of a new business enterprise within an extremely competitive industry. Due to the absence 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.

 

Critical Accounting Policy and EstimatesForeign Currency Translation Risk

 

Our operations are located in the China, which may give rise to significant foreign currency risks from fluctuations and the degree of volatility in foreign exchange rates between the U.S. dollar and the Chinese Renminbi (“RMB”). All of our sales are in RMB. In the ordinary coursepast years, RMB continued to appreciate against the U.S. dollar. As of business, we make a numberDecember 31, 2019, the market foreign exchange rate had decreased to RMB 6.963 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 estimatesthe transactions while income and assumptions relating toexpenses items are translated at the reporting of results of operations and financial conditionaverage exchange rate for the period. All translation adjustments are included in accumulated other comprehensive income in the preparationstatement of our financial statements in conformity with U.S. generally accepted accounting principles. We base our estimates on historical experience, when available,equity. The foreign currency translation gain (loss) for the three and on other various assumptions that are believed to be reasonable under the circumstances. Actual results could differ significantly from those estimates under different assumptionsnine months ended December 31, 2019 and conditions.2018 was $(50,440), $58,715, $(445) and $123,622, respectively.

 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, 2019 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 “smallerNot applicable to smaller reporting company”, we are not required to provide the information required by this Item.companies.

Item 4.Controls and Procedures

Item 4. Controls and Procedures

 

Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures, as defined in Rule 13a15(e)13a-15(e) promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

 

We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of September 30, 2017.December 31, 2019. Based on the evaluation of these disclosure controls and procedures, and in light of the material weaknesses found in our internal controls over financial reporting, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective.

Management’s Report on Internal Control over Financial Reporting

 

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of September 30, 2017December 31, 2019 using the criteria established in “Internal Control - Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

 

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of September 30, 2017,December 31, 2019, 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 a sufficient complement of personnel with an appropriate cash controls – Aslevel of September 30, 2017, the Company has not maintained sufficient internal controls overknowledge of accounting, experience, and training commensurate with its 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.requirements.

 

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, 2017December 31, 2019 based on criteria established in Internal Control- Integrated Framework issued by COSO.

 

Changes in Internal Controls over Financial Reporting

 

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

Limitations on the Effectiveness of Controls

Our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives as specified above. Management does not expect, however, that our disclosure controls and procedures or our internal control over financial reporting.

This quarterly report doesreporting 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 include an attestation reportabsolute, assurance that its objectives will be met. Further, no evaluation of the Company’s registered public accounting firm regarding internalcontrols can provide absolute assurance that misstatements due to error or fraud will not occur or that all control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rulesissues 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

 

We know of no material, existing or pendingItem 1. Legal Proceedings

From time to time, we may become involved in legal proceedings against our Company, nor are we involved as a plaintiffor be subject to claims arising in any material proceeding or pending litigation. There are no proceedings in which anythe ordinary course of our directors, officersbusiness. We are not presently a party to any legal proceedings that in the opinion of our management, if determined adversely to us, would individually or affiliates, or any registered or beneficial shareholder, is an adverse party or hastaken together have a material interest adverse toeffect on our interest.business, operating results, financial condition, or cash flows.

Item 1A.Risk Factors

Item 1A. Risk Factors

 

As a “smallersmaller reporting company” ascompany (as defined by Item 10in Rule 12b-2 of Regulation S-K,the Exchange Act), we are not required to provide the information requiredcalled for by this Item.Item 1A.

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:Item 6. Exhibits

 

Exhibit

Number

 Description
(31) Rule 13a-14(a)13a-14 (d)/15d-14(a) Certification15d-14d) Certifications
31.131.1* Section 302 Certification under the Sarbanes-Oxley Act of 2002 ofby the Principal Executive Officer
31.2*Section 302 Certification by the Principal Financial Officer and Principal Accounting Officer
(32) Section 1350 CertificationCertifications
32.132.1* Section 906 Certification under the Sarbanes-Oxley Act of 2002 ofby the Principal Executive Officer
32.2*Section 906 Certification by the Principal Financial Officer and Principal Accounting Officer
101* Interactive Data FilesFile
101.INS*101.INS XBRL Instance Document
101.SCH*101.SCH XBRL Taxonomy Extension Schema Document
101.CAL*101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*101.DEF XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*

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

*Filed herewith.

18

 

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

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

 21

SIGNATURES

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

 

Addentax Group Corp.ADDENTAX GROUP CORP.
(Registrant)
  
Dated: November 20, 2017Date: February 14, 2020By:/s/ Hong Zhida
 Hong Zhida
 President, Chief Executive Officer Chief Financial Officer, Secretary and Director,
 (Principal Executive Officer, PrincipalOfficer)
Date: February 14, 2020By:/s/ Huang Chao
Huang Chao
Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)

 

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