UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form FORM 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 ended: December 31, 2022

For the quarterly period endedSeptember 30, 2017

or

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

For the transition period from _____________ to _________________

Commission File No. 333-206097

ADDENTAX GROUP CORP.

(Exact name of registrant as specified in its charter)

For the transition period fromNevadato

Commission File Number333-206097

ADDENTAX GROUP CORP.35-2521028
(Exact name of registrant as specified in its charter)

Nevada35-2521028

(State or other jurisdiction of

(I.R.S. Employer
incorporation or organization)

formation)

(IRS Employer

Identification No.)

Number)

Kingkey 100, Block A, Room 4805,

Luohu District, Shenzhen City, China518000

(Address of principal executive offices)

+ (86)755 86961 405

(Registrant’s telephone number)

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

Floor 13th, Building 1, Block B, Zhihui Square
Nanshan District, Shenzhen City, China 518000
Title of each class
51800Trading Symbol(s)Name of each exchange on which registered
(Address of principal executive offices)Common Stock(Zip Code)ATXGNasdaq Capital Market

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.

Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or 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.

+(86) 755 86961 405

(Registrant’s telephone number, including area code)

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

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

Indicate by check mark whether the registrant has submitted electronically 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]
Emerging growth company[  ]

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

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

[  ]YES[X]NO

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS

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, 2023, there were 35,454,670 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

Page
PART I - FINANCIAL INFORMATION3
Item 1.Financial Statements (Unaudited)3F-3
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 Factors2017
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds2017
Item 3.Defaults Upon Senior Securities2017
Item 4.Mine Safety Disclosures2017
Item 5.Other Information2117
Item 6.Exhibits21
SIGNATURESItem 6.22Exhibits17

2

 

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements and Supplementary Data

ADDENTAX GROUP CORP.

FINANCIAL STATEMENTS

For the nine months ended December 31, 2022 and 2021

TABLE OF CONTENTS

Item 1.Financial Statements

Index to the interim Unaudited Condensed Consolidated Financial Statements

Page
Condensed Consolidated Balance Sheetssheets as of December 31, 2022 and March 31, 2022 (unaudited)4F-4
Condensed Consolidated Statements of OperationsIncome and Comprehensive LossIncome for the nine months ended June 30, 2022 and 2021 (unaudited)5F-5
Condensed Consolidated Statements of Changes in Equity for the nine months ended December 31, 2022 and 2021 (unaudited)F-6
Condensed Consolidated Statements of Cash Flows for the nine months ended December 31, 2022 and 2021 (unaudited)6F-7
Notes to the Condensed Consolidated Financial Statements for the nine months ended December 31, 2022 and 2021 (unaudited)7F-8 – F-16

 3F-3

 

ADDENTAX GROUP CORP. AND SUBSIDIARIES

Condensed Consolidated Balance SheetsUNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

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

  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 

(UNAUDITED)

The accompanying

  December 31, 2022  March 31, 2022 
       
ASSETS        
         
CURRENT ASSETS        
Cash and cash equivalents $1,588,385  $1,390,644 
Accounts receivables, net  2,090,372   2,164,970 
Debt securities held-to-maturity  17,500,000   - 
Inventories  254,692   266,596 
Prepayments and other receivables  4,791,716   575,210 
Advances to suppliers  1,054,827   1,181,466 
Amount due from related party  -   110,242 
Total current assets  27,279,992   5,689,128 
         
NON-CURRENT ASSETS        
Plant and equipment, net  675,402   836,419 
Long-term prepayments  73,504   31,496 
Operating lease right of use asset  3,548,168   6,530,017 
Total non-current assets  4,297,074   7,397,932 
TOTAL ASSETS $31,577,066  $13,087,060 
         
LIABILITIES AND EQUITY        
         
CURRENT LIABILITIES        
Short-term loan $138,265  $151,090 
Accounts payable  159,414   1,334,483 
Amount due to related parties  2,057,822   3,694,989 
Advances from customers  5,291   2,375 
Accrued expenses and other payables  2,760,150   1,445,473 
Operating lease liability current portion  3,383,626   3,763,931 
Total current liabilities  8,504,568   10,392,341 
         
NON-CURRENT LIABILITIES        
Operating lease liability  164,542   2,766,086 
TOTAL LIABILITIES $8,669,110  $13,158,427 
         
EQUITY (deficit)        
Common stock ($0.001 par value, 50,000,000 shares authorized, 31,693,004 shares and 26,693,004 shares issued and outstanding at December 31 and March 31, 2022, respectively) $31,693  $26,693 
Additional paid-in capital  29,532,326   6,815,333 
Accumulated Deficit  (6,673,191)  (6,756,230)
Statutory reserve  28,452   13,821 
Accumulated other comprehensive loss  (11,324)  (170,984)
Total equity (deficit)  22,907,956   (71,367)
TOTAL LIABILITIES AND EQUITY $31,577,066  $13,087,060 

See accompany notes are an integral part of theseto the unaudited condensed consolidated financial statements.

 4F-4

 

ADDENTAX GROUP CORP. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations and Comprehensive LossUNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

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

  2022  2021  2022  2021 
  Three months ended
December 31,
  Nine months ended
December 31,
 
  2022  2021  2022  2021 
             
REVENUES $2,122,242  $2,791,470  $6,652,645  $9,835,733 
                 
COST OF REVENUES  (1,514,780)  (2,323,716)  (5,023,338)  (8,314,149)
                 
GROSS PROFIT  607,462   467,754   1,629,307   1,521,584 
                 
OPERATING EXPENSES                
Selling and marketing  (24,511)  (43,118)  (60,155)  (135,310)
General and administrative  (675,918)  (452,312)  (1,545,865)  (1,375,513)
Total operating expenses  (700,429)  (495,430)  (1,606,020)  (1,510,823)
                 
(LOSS) INCOME FROM OPERATIONS  (92,967)  (27,676)  23,287   10,761 
                 
Interest income  1,687   72   6,687   2,135 
Interest expenses  (1,986)  (2,526)  (6,653)  (5,375)
Other income, net  19,232   43,958   93,288   132,959 
                 
(LOSS) INCOME BEFORE INCOME TAX EXPENSE  (74,034)  13,828   116,609   140,480 
INCOME TAX EXPENSE  (8,184)  (2,209)  (18,939)  (17,893)
                 
NET (LOSS) INCOME  (82,218)  11,619   97,670   122,587 
Foreign currency translation gain (loss)  (43,032)  (28,755)  159,660   (62,897)
TOTAL COMPREHENSIVE (LOSS) INCOME $(125,250) $(17,136) $257,330  $59,690 
                 
EARNINGS PER SHARE                
Basic and diluted  (0.00)  (0.00)  0.00   0.00 
Weighted average number of shares outstanding – Basic and diluted  28,377,936   26,556,566   28,377,936   26,556,566 

 

  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 accompanyingSee accompany notes are an integral part of theseto the unaudited condensed consolidated financial statements.

 5F-5

 

ADDENTAX GROUP CORP. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash FlowsUNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

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

  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 $-  $- 
   Shares  Amount  paid-in
capital
  Unrestricted  Statutory reserve  comprehensive loss  Total Equity 
  Common Stock  Additional  Retained earnings
(accumulated deficit)
  Accumulated other    
  Shares  Amount  paid-in
capital
  Unrestricted  Statutory reserve  comprehensive loss  Total Equity 
BALANCE AT SEPTEMBER 30, 2021  26,693,004  $26,093  $6,815,333  $(6,723,260) $13,821  $(137,259) $(4,672)
Foreign currency translation  -   -   -   -   -   (28,755)  (28,755)
Net income for the period  -   -   -   11,619   -   -   11,619 
BALANCE AT DECEMBER 31, 2021  26,693,004  $26,693  $6,815,333  $(6,711,641) $13,821  $(166,014) $(21,808)
                             
BALANCE AT SEPTEMBER 30, 2022  31,693,004  $31,693  $29,532,326  $(6,576,342) $13,821  $31,708  $23,033,206 
Appropriation to Statutory Reserves  -   -   -   (14,631)  14,631   -   - 
Foreign currency translation  -   -   -   -   -   (43,032)  (43,032)
Net loss for the period  -   -   -   (82,218)  -   -   (82,218)
BALANCE AT DECEMBER 31, 2022  31,693,004  $31,693  $29,532,326  $(6,673,191) $28,452  $(11,324) $22,907,956 
                             
BALANCE AT MARCH 31, 2021  26,693,004  $26,093  $6,815,333  $(6,834,228) $13,821  $(103,117) $(81,498)
Foreign currency translation  -   -   -   -   -   (62,897)  (62,897)
Net income for the period  -   -   -   122,587   -   -   122,587 
BALANCE AT DECEMBER 31, 2021  26,693,004  $26,693  $6,815,333  $(6,711,641) $13,821  $(166,014) $(21,808)
                             
BALANCE AT MARCH 31, 2022  26,693,004  $26,693  $6,815,333  $(6,756,230) $13,821  $(170,984) $(71,367)
Paid in capital  5,000,000   5,000   22,716,993   -   -   -   22,721,993 
Appropriation to Statutory Reserves  -   -   -   (14,631)  14,631   -   - 
Foreign currency translation  -   -   -   -   -   159,660   159,660 
Net income for the period  -   -   -   97,670   -   -   97,670 
Net income (loss)  -   -   -   97,670   -   -   97,670 
BALANCE AT DECEMBER 31, 2022  31,693,004  $31,693  $29,532,326  $(6,673,191) $28,452  $(11,324) $22,907,956 

The accompanyingSee accompany notes are an integral part of theseto the unaudited condensed consolidated financial statementsstatements.

 6F-6

 

ADDENTAX GROUP CORP. AND SUBSIDIARIES

NotesUNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

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

  2022  2021 
  Nine Months Ended December 31 
  2022  2021 
CASH FLOWS FROM OPERATING ACTIVITIES:        
Net income $97,670  $122,587 
Adjustments to reconcile net income to net cash used in operating activities:        
Depreciation and amortization  264,876   115,561 
Changes in operating assets and liabilities        
Accounts receivable  74,598   3,038,527 
Inventories  11,904   (27,762)
Advances to suppliers  126,639   (1,166,916)
Other receivables  (1,789,539)  73,540 
Accounts payables  (1,309,228)  (1,899,642)
Accrued expenses and other payables  992,046   96,276 
Advances from customers  2,916   31,654 
Net cash (used in) provided by operating activities $(1,528,118) $383,825 
         
CASH FLOWS FROM INVESTING ACTIVITIES:        
Purchase of plant and equipment and other assets  -   (176,268)
Purchase of debt securities  (17,500,000)  - 
Net cash used in investing activities $(17,500,000) $(176,268)
         
CASH FLOWS FROM FINANCING ACTIVITIES:        
Proceeds from issue of ordinary shares  20,221,993   - 
Proceeds from related party borrowings  2,376,221   3,797,473 
Repayment of related party borrowings  (3,356,829)  (5,341,046)
Repayment of bank borrowings  (408)  - 
Net cash provided by (used in) financing activities $19,240,977  $(1,543,573)
         
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS  212,859   (1,336,016)
Effect of exchange rate changes on cash and cash equivalents  (15,118)  (2,719)
Cash and cash equivalents, beginning of the period  1,390,644   1,845,077 
CASH AND CASH EQUIVALENTS, END OF THE PERIOD $1,588,385  $506,342 
         
Supplemental disclosure of cash flow information:        
Cash paid during the year for interest $-  $- 
Cash paid during the year for income tax $18,939  $17,893 
Supplemental disclosure of non-cash investing and financing activities:        
Right-of-use assets obtained in exchange for operating lease obligations $-  $342,457 

See accompany notes to the Condensed Consolidated Financial Statementsunaudited condensed consolidated financial statements.

September 30, 2017

(Unaudited)

F-7

 

NOTE 1 -

ADDENTAX GROUP CORP. AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. ORGANIZATION AND NATURE OF BUSINESS ACQUISITIONS

Addentax Group Corp. (“the Company”, “we”, “us” or “our”ATXG and its subsidiaries (the “Company”) was incorporated in Nevada on October 28, 2014, and the Company wasare engaged in the fieldbusiness of producing images on multiple surfaces using heat transfer technology.garments manufacturing, providing logistic services and property leasing and management service in the People’s Republic of China (“PRC” or “China”).

During2. BASIS OF PRESENTATION

In the reporting period,opinion of management, 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

As of the Effective Date and pursuant to a Securities Purchase Agreement dated September 25, 2017, the Company and Yingxi Industrial Chain Group Co., Ltd.(“Yingxi”), have determined that all conditions necessary to close the Share Exchange Agreement have been satisfied and therefore as of the date hereof, the Share Exchange Agreement was closed and as such Yingxi has become a wholly-owned subsidiary of the Company. As per the Share Exchange Agreement, the Company acquired 250,000,000 shares of Yingxi, representing 100% of the issued and outstanding equity 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

For financial accounting purposes, this transaction was treated as a reverse acquisition by Yingxi, and resulted in a recapitalization with Yingxi being 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 those of the accounting acquirer, Yingxi and have been prepared to give retroactive effect to the reverse acquisition completed on September 25, 2017, and represent the operations of Yingxi. Theunaudited condensed consolidated financial statements afterreflect all adjustments of a normal recurring nature that are necessary for a fair presentation of the acquisition date, September 25, 2017 includeresults for the balance sheets of both companies at historical cost, the historical results of Yingxiinterim periods presented. All significant intercompany transactions and balances are eliminated in consolidation. However, the results of operations included in such financial statements may not necessary be indicative of annual results.

The Company uses the Company from the acquisition date. All sharesame accounting policies in preparing quarterly and per shareannual financial statements. Certain information and footnote disclosures normally included in the accompanyingannual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and footnotes has been retroactively restated to reflect the recapitalization.

NOTE 2 - GOING CONCERN

The accompanying unaudited interim financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilitiesnotes thereto included in the normal course of business. For the 6 months ended September 30, 2017, the Company has suffered a loss from operations of $119,669. The Company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirementsCompany’s Annual Report on Form 10-K for the year ended March 31, 2018.2022 filed with the Securities and Exchange Commission (“SEC”) on June 23, 2022 (“2022 Form 10-K”).

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

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

 7F-8

 

NOTE 3 - 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and with the instructions to Regulation S-X.

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

Basis of Consolidation

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

Principal of subsidiaries

The details of the principal subsidiaries of the Company are set out as follows:

Name of subsidiariesPlace of incorporationPercentage of interest  Principal activities
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 TranslationThere is no change on the accounting policies for the three months ended December 31, 2022.

Recently issued accounting pronouncements

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 Company’s reporting currencyallowance for credit losses is a valuation account that is deducted from the U.S. Dollars (“USD”). The functional currencyamortized 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 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:

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.

Adjustments arising from such translations are included in accumulated other comprehensive income in shareholders’ equity.

 8

  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 Receivable

The Company’s accounts receivable consists of trade receivables from customers.on April 1, 2023. The Company maintains an allowance for doubtful accounts based on the Company’s assessment of collectability of the customer receivable. The Company analyzes past history with a customer, customer credit, collection history, and financial condition whenis currently evaluating the collectability of customer accounts. Uncollectible accounts are charged off to the allowance when it is deemed probable that the receivable will not 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.

Financial Instruments

The Company’s consolidated financial instruments consist primarily of cash, accounts receivable, prepaid expenses, inventory and other assets, accounts payable and accrued expenses and other payables. The carrying amounts of such financial instruments approximate their respective estimated fair value due to their short-term maturities.

Concentrations of Credit Risks

The Company’s exposure to concentrations of credit risk primarily related to its cash and cash equivalents. The Company places its cash 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) or net realizable value. The Company’s inventory is constantly monitored for obsolescence. This is based on the management’s estimates and they have taken into considerations factors such as turnover, technical obsolescence, right of return status to suppliers and price protection offered by suppliers. These estimates are necessarily subject to a degree of measurement uncertainty. Reserves for slow-moving and obsolete inventory at September 30, 2017 were $0 and at March 31, 2017were $0.

 9

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

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

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 are eliminated with any remaining gain or loss recognized in net earnings.

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

Years
Production equipment5 - 10
Vehicles3 - 15
Office equipment5 - 10

Impairment of long-lived assets

We evaluate carrying value of long-lived assets whenever events or changes in circumstances would indicate that it is more likely than not their carrying values may exceed their realizable values, and records impairment charges when considered necessary.

When circumstances indicate that impairment may have occurred, the Company tests such assets for recoverability by comparing the estimated undiscounted future cash flows expected to result from the use of such assets and their eventual disposition to their carrying amount. In estimating these future cash flows, assets and liabilities are grouped at a lowest level for 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 as the excess of the carrying value of the asset over its estimated fair value, is recognized. Fair values are determined based on discounted cash flows, quoted market values or external appraisals as applicable.

Revenue Recognition

The Company recognizes revenue only when all of the following criteria have been met:

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.

Deferred Revenue

Deferred revenue are services billed to customers for which the services have not been fully performed. As of September 30, 2017 and March 31, 2017, deferred revenue were $492,553 and $290,099, respectively.

Income Taxes

The Company accounts for income taxes using the asset and liability method in accordance with ASC 740,“Accounting for Income Taxes.” The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences 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 when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

 10

Uncertain Tax Positions

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

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 Pronouncements

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

In September 2017, the FASB has issued Accounting Standards Update (ASU) No. 2017-13,“Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments.”The amendments in ASU No. 2017-13 amends the early adoption date option for certain companies related to the adoption of this ASU No. 2014-09 and ASU No. 2016-02. Both of the below entities may still adopt using the public company adoption guidance in the related ASUs, as amended. will have on its consolidated financial statements.

The effective date is the same as the effective date and transition requirements for the amendments for ASU 2014-09 and ASU 2016-02.

In May 2014, the FASB issued anCompany reviews new accounting standards update and introduced a 5-step approach which modifies the requirements for identifying, allocating, and recognizing revenue related to the achievement of performance conditions under contracts with customers. This update also requires additional disclosure related to the nature, amount, timing, and uncertainty of revenueas issued. Management has not identified any other new standards that is recognized under contracts with customers. This guidance is effective for fiscal and interim periods beginning after December 15, 2017 and is required to be applied retrospectively to all revenue arrangements. The adoption of this guidance is not expected toit 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 aspects 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 requirements for the amendments are the same as the effective date and transition requirements for FASB Accounting Standards Codification Topic 606. Public entities should apply Topic 606 (and related amendments) for annual reporting periods beginning after December 15, 2017, including interim reporting periods therein.

 11F-9

 

NOTE 4 – INVENTORY4. RELATED PARTY TRANSACTIONS

SCHEDULE OF RELATED PARTIES RELATIONSHIP WITH THE COMPANY

Name of Related PartiesRelationship with the Company
Zhida HongPresident, CEO, and a director of the Company
Hongye Financial Consulting (Shenzhen) Co., Ltd.A company controlled by CEO, Mr. Zhida Hong
Bihua YangA legal representative of Shenzhen Xin Kuai Jie Transportation Co., Ltd (“XKJ”), a wholly subsidiary of our Company
Dewu HuangA legal representative of Shantou Yi Bai Yi Garments Co., Ltd (“YBY”), a wholly-owned subsidiary of our Company
Jinlong HuangA spouse of legal representative of Dongguan Heng Sheng Wei Garments Co., Ltd (“HSW”), a wholly owned subsidiary of our Company
Huilin ChenA legal representative of Shenzhen Yingxi Peng Fa Logistic Co., Ltd (“PF”), a wholly-owned subsidiary of our Company

Inventory at September 30, 2017The Company leases Shenzhen XKJ office rent-free from Bihua Yang.

The Company had the following related party balances as of December 31, 2022 and March 31, 2017consist2022:

SCHEDULE OF RELATED PARTY TRANSACTION

Amount due from related party December 31, 2022  March 31, 2022 
Hongye Financial Consulting (Shenzhen) Co., Ltd. $       -  $110,242 
  $-  $110,242 

Related party borrowings December 31, 2022  March 31, 2022 
Zhida Hong (1) $903,398  $3,297,951 
Hongye Financial Consulting (Shenzhen) Co., Ltd.  4,909   - 
Huilin Chen  724   - 
Bihua Yang (2)  -   31,738 
Dewu Huang  1,057,309   212,290 
Jinlong Huang  91,482   153,010 
  $2,057,822  $3,694,989 

(1)Being interest free loan as financial support from Zhida Hong to daily operation of the Company.
(2)Being financial support from Bihua Yang for XKJ’s daily operation.
(3)Being interest free advanced loan as financial support from Dewu Huang for YBY’s daily operation.

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

5. DEBT SECURITIES HELD-TO-MATURITY

SCHEDULE OF DEBT SECURITIES HELD TO MATURITY

  December 31, 2022  March 31, 2022 
         
Debt securities held-to-maturity $17,500,000  $       - 

The Company purchased a note issued by a third-party investment company on August 24, 2022. The principal amount of the following:note is $17,500,000. The note was renewable with one-year tenor and 2.5% p.a. coupon.

  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 RECEIVABLE6. INVENTORIES

Note receivable at September 30, 2017Inventories consist of the following as of December 31, 2022 and March 31, 2017amounted to $1,613,812 and $1,057,437, respectively.2022:

SCHEDULE OF INVENTORIES

  December 31, 2022  March 31, 2022 
Raw materials $9,319  $184,498 
Work in progress  129,328   1,327 
Finished goods  116,045   80,771 
Total inventories $254,692  $266,596 

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

NOTE 7 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

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

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

 12F-10

 

  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 

7. ADVANCES TO SUPPLIERS

NOTE 8 – LOAN PAYABLE

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 componentsCompany reviews a supplier’s credit history and background information before advancing a payment. If the financial condition of our short-termits 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 period they are considered unlikely to be collected.

8. PREPAYMENTS AND OTHER RECEIVABLES

Prepayments and other receivables consist of the associated interest rates, were as followsfollowing as of September 30, 2017December 31, 2022 and March 31, 2017:2022:

SCHEDULE OF PREPAYMENTS AND OTHER RECEIVABLES

  September 30, 2017  March 31, 2017 
       
Loan payable with no interest and 1-year maturity $4,284,572  $1,627,228 
         
   4,284,572   1,627,228 
Current portion of loans payable  4,284,572   1,627,228 
Long-term loans payable $-  $- 
  December 31, 2022  March 31, 2022 
Prepayment  18,412   14,046 
Deposit  1,349,669   64,653 
Receivable of consideration on disposal of subsidiaries  242,139   269,798 
Other receivables  3,181,496   226,713 
Total Prepayment $4,791,716  $575,210 

During9. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consists of 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, 2017following as of December 31, 2022 and March 31, 2017consist of as follows:2022:

SCHEDULE OF PROPERTY PLANT AND EQUIPMENT

Related Party Name September 30, 2017  March 31, 2017  Relationship with the Company
Hong Zhida $-  $11,616  CEO
Yang Bihua  74,922   118,385  Company’s legal representative
  $74,922  $130,001   
  December 31, 2022  March 31, 2022 
Production plant $67,948  $74,034 
Motor vehicles  1,094,285   1,192,296 
Office equipment  25,874   28,191 
Total gross  1,188,107   1,294,521 
Less: accumulated depreciation  (512,704)  (458,102)
Plant and equipment, net $675,402  $836,419 

The amounts were interest free, unsecuredDepreciation expense for the three and had no fixed terms of repayment.nine months ended December 31, 2022 and 2021 was $33,817 and $44,164, $102,649 and $115,561, respectively.

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.

 13F-11

 

NOTE 10 – CONCENTRATION OF CREDIT RISKS10. SHORT-TERM BANK LOAN

In August 2019, HSW entered into a facility agreement with Agricultural Bank of China and obtained a line of credit, which allows the Company to borrow up to approximately $153,172 (RMB1,000,000) for daily operations. The loans are guaranteed at no cost by the legal representative of HSW. As of December 31, 2022, the Company has borrowed $138,265 (RMB955,281) (March 31, 2022: $151,090) under this line of credit with various annual interest rates from 4.84% to 4.9%. The outstanding loan balance was due on December 31, 2021. The Company had certain customers whose revenue individually represented 10% or more ofwas not able to renew the Company’s total revenue, or whose accounts receivable balances individually represented 10% or more ofloan facility with 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

bank. The Company is subject to U.S. Income taxes. Fornegotiating with the 6 months ended September 30, 2017bank on repayment schedule of the loan balance and interest payable.

11. INCOME TAXES

(a)Enterprise Income Tax (“EIT”)

The Company operates in the year ended March 31, 2017,PRC and files tax returns in the Company does not have to pay any U.S. income tax.PRC jurisdictions.

The Company’s subsidiary, Yingxi Industrial Chain Group Co., Ltd was incorporated on August 4, 2016 in the Republic of Seychelles. Yingxi’sSeychelles and, under the current laws of the British Virgin Islands, and is not subject to income taxes. It’s wholly owned subsidiary YICIof Addentax Group Corp.

Yingxi HK (Yingxi Industrial Chain Investment Co., Ltd.) was incorporated on July 28, 2016 in Hong Kong China. YICI’s subsidiaries DHSW, QYTG, SCDT, SHPF, SQYIwhich is indirectly wholly owned by Addentax Group Corp., 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 theiris subject to Hong Kong income tax returns in accordance with China’s laws and regulations.

Provisionat a progressive rate of 16.5%. No provision for income taxes in ChinaHong Kong have been made as Yingxi HK had no taxable income for the sixthree and nine months ended September 30, 2017December 31, 2022 and 2021.

YX, our wholly owned subsidiary, were incorporated in the PRC and is subject to the EIT tax rate of 25%. No provision for income taxes in the PRC have been made as YX had no taxable income for the three and nine months ended December 31, 2022 and 2021.

The Company is governed by the Income Tax Laws of the PRC. All Yingxi’s operating companies were subject to progressive EIT rates from 5% to 15% in 2022 and 2021. The preferential tax rate will be expired at end of year 2022 and the EIT rate will be 25% from year ended March 31, 2017 were $6,1282023.

The Company’s parent entity, Addentax Group Corp. is a U.S entity and $15,326 respectively. Theis subject to the United States federal income tax ratetax. No provision for income taxes in the United States have been made as Addentax Group Corp. had no United States taxable income for the years 2017three 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 6nine months ended September 30, 2017December 31, 2022 and the years ended March 31, 2017 and hence does not have to pay any Hong Kong Profits tax or Seychelles income tax.2021.

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.

 14F-12

 

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

SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION

  Three months ended  Nine months ended 
  December 31,  December 31, 
  2022  2021  2022  2021 
PRC statutory tax rate  25%  25%  25%  25%
Computed expected benefits  (18,509)  3,457   29,152   35,120 
Temporary differences  (54,616)  (30,951)  (148,387)  (87,797)
Permanent difference  9,933   1,444   13,278   1,691 
Changes in valuation allowance  71,376   28,259   124,896   68,879 
Income tax expense $8,184  $2,209   18,939   17,893 

Item 2.(b)Management’s Discussion and Analysis of Financial Condition or Plan of OperationValue Added Tax (“VAT”)

FORWARD-LOOKING STATEMENTSIn accordance with the relevant taxation laws in the PRC, the normal VAT rate for domestic sales is 13%, which is levied on the invoiced value of sales and is payable by the purchaser. The subsidiaries HSW, YBY, OTX, ZHJ and YS enjoyed preferential VAT rate of 13%. The Companies are required to remit the VAT they collect 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 9% under the relevant tax category for logistic company, except the branch of YXPF enjoyed the preferential VAT rate of 3% in 2022 and 2021. 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 chief operating decision maker 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 three segments:

(a)Garment manufacturing. Including manufacturing and distribution of garments;
(b)Logistics services. Providing logistic services; and
(c)Property management and subleasing. Providing shops subleasing and property management services for garment wholesalers and retailers in garment market.

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

The Company used to have an operating segment named “Epidemic prevention supplies”, which included manufacturing, distribution and trading of epidemic prevention supplies. As the COVID-19 pandemic is getting better, the Company ceased to operate in the Epidemic prevention supplies business at the beginning of the quarter. The remaining assets of the segment was reclassified into the “Corporate and others” segment. The corresponding items of segment information for the earlier periods was restated to reflect the change of the new segment structure.

F-13

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

Revenues by segment for the three and nine months ended December 31, 2022 and 2021 are as follows:

SCHEDULE OF SEGMENT REPORTING FOR REVENUE

Revenues from external customers 2022  2021  2022  2021 
  Three months ended  Nine months ended 
  December 31,  December 31, 
Revenues from external customers 2022  2021  2022  2021 
Garments manufacturing segment  100,723   25,641   142,010   2,488,173 
Logistics services segment  1,213,530   1,719,202   3,826,070   4,144,604 
Property management and subleasing  796,343   1,046,627   2,671,379   3,202,956 
Total of reportable segments  2,110,596   2,791,470   6,639,459   9,835,733 
Corporate and other  11,646   -   13,186   - 
Total consolidated revenue $2,122,242  $2,791,470  $6,652,645  $9,835,733 
                 
Intersegment revenue                
Garments manufacturing segment  -   -   -   - 

Income (loss) from operations by segment for the three and nine months ended December 31, 2022 and 2021 are as follows:

SCHEDULE OF SEGMENT REPORTING FOR INCOME FROM OPERATION

 2022  2021  2022  2021 
  Three months ended  Nine months ended 
  December 31,  December 31, 
  2022  2021  2022  2021 
Garments manufacturing segment  7,745   (28,473)  (48,999)  96,275 
Logistics services segment  91,147   100,769   363,569   210,878 
Property management and subleasing  131,213   14,844)  254,934   47,935 
Total of reportable segments $230,105  $87,140  $569,504  $355,088 
Corporate and other  (323,072)  (114,816)  (546,217)  (344,327)
Total consolidated income (loss) from operations  (92,967)  (27,676)  23,287   10,761 

Total assets by segment as of December 31, 2022 and March 31, 2022 are as follows:

SCHEDULE OF SEGMENT REPORTING FOR ASSETS

Total assets December 31,
2022
  March 31,
2022
 
Garment manufacturing segment $1,735,455  $1,784,020 
Logistics services segment  2,903,654   2,610,469 
Property management and subleasing  5,899,871   7,608,997 
Total of reportable segments  10,538,980   12,003,486 
Corporate and other  21,038,086   1,083,574 
Consolidated total assets $31,577,066  $13,087,060 

Geographical Information

The Company operates predominantly in China. In presenting information on the basis of geographical location, revenue is based on the geographical location of customers and long-lived assets are based on the geographical location of the assets.

SCHEDULE OF GEOGRAPHICAL INFORMATION

Geographic Information

 2022  2021  2022  2021 
  Three months ended
December 31,
  Nine months ended
December 31,
 
  2022  2021  2022  2021 
Revenues                
China  2,122,242   2,791,470   6,652,645   9,835,733 
Total  2,122,242   2,791,470   6,652,645   9,835,733 

  December 31, 2022  March 31,
2022
 
Long-Lived Assets  -   - 
China  4,297,074   7,397,932 

F-14

13. LEASE RIGHT-OF-USE ASSET AND LEASE LIABILITIES

The Company recognized right-of-use asset as well as lease liability according to the ASC 842, Leases (with the exception of short-term leases). Lease liabilities are measured at present value of the sum of remaining rental payments as of December 31, 2022, with discounted rate of 4.75%. 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.

The Company leases its head office. The lease period is 5 years with an option to extend the lease. The Company leases its plant and dormitory for 4.5 years with an option to extend the lease. The Company leased several floors in a commercial building for its sublease business for 3 years with an option to extend the lease.

The Following table summarizes the components of lease expense:

SCHEDULE OF LEASE COST

 2022  2021  2022  2021 
  Three months ended
December 31,
  Nine months ended
December 31,
 
  2022  2021  2022  2021 
Operating lease cost  902,455   968,170   2,723,514   2,878,730 
Short-term lease cost  19,540   20,955   58,955   62,799 
Lease Cost $921,995  $989,125  $2,782,469  $2,941,529 

The following table summarizes supplemental information related to leases:

SCHEDULE OF SUPPLEMENTAL INFORMATION RELATED TO LEASES

 2022  2021  2022  2021 
  Three months ended
December 31,
  Nine months ended
December 31,
 
  2022  2021  2022  2021 
Cash paid for amounts included in the measurement of lease liabilities                
Operating cash flow from operating leases $921,995  $989,170   2,782,469   2,941,529 
Right-of-use assets obtained in exchange for new operating leases liabilities  159,758   (3,390)  (332,682)  342,457 
Weighted average remaining lease term - Operating leases (years)  1.1   2.0   1.1   2.0 
Weighted average discount rate - Operating leases  4.75%  4.75%  4.75%  4.75%

The following table summarizes the maturity of operating lease liabilities:

SCHEDULE OF MATURITY OF OPERATING LEASE LIABILITY

Years ending December 31 Lease cost 
2023 $3,544,349 
2024  115,966 
2025  67,647 
Total lease payments  3,727,962 
Less: Interest  (179,794)
Total $3,548,168 

14. RISKS AND UNCERTAINTIES

(a)Economic and Political Risks

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

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

(b)Foreign Currency Translation

The Company’s reporting currency is the U.S. dollar. The functional currency of the parent company is the U.S. dollar and the functional currency of the Company’s operating subsidiaries is the Chinese Renminbi (“RMB”). For the subsidiaries whose functional currencies are the RMB, all assets and liabilities are translated at exchange rates at the balance sheet date, which was 6.909 and 6.341 as of December 31, 2022 and March 31, 2022, respectively. Revenue and expenses are translated at the average yearly exchange rates, which was 6.852 and 6.466 for the nine months ended December 31, 2022 and 2021, respectively. 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.

(c)Concentration Risks

The followings are the percentages of accounts receivable balance of the top customers over accounts receivable for each segment as of December 31, 2022 and March 31, 2022.

SCHEDULE OF CONCENTRATION RISKS

F-15

Garment manufacturing segment

  December 31, 2022  March 31, 2022 
Customer A  82.0%  85.3%
Customer B  9.8%  11.4%
Customer C  7.8%  Nil 
Customer D  0.4%  Nil 

The high concentration as of December 31, 2022 was mainly due to business development of a large distributor of garments. Management believes that should the Company lose any one of its major customers, it was able to sell similar products to other customers.

Logistics services segment

  December 31, 2022  March 31, 2022 
Customer A  20.1%  19.1%
Customer B  7.7%  3.9%
Customer C  6.0%  Nil%
Customer D  5.5%  8.2%
Customer E  4.6%  1.1%

Property management and subleasing segment

There is no account receivable for Property management and subleasing segment as of both December 31, 2022 and March 31, 2022.

For the three months ended December 31, 2022, one customer from logistics services segment provided more than 10% of total revenue of the Company, represented 11.8% of total revenue of the Company for the three months. For the nine months ended December 31, 2022, one customer from logistics services segment provided more than 10% of total revenue of the Company, represented 10.8% of total revenue of the Company for the nine months. For the three months ended December 31, 2021, no customer provided more than 10% of total revenue of the Company. For nine months ended December 31, 2021, one customer from garment segment provided more than 10% of total revenue of the Company, represented 24.8% of total revenue for the nine months.

Management believes that should the Company lose any one of its major customers, it was able to sell similar products to other customers.

The following tables summarized the purchases from five largest suppliers of each of the reportable segment for the three and nine months ended December 31, 2022 and 2021.

SCHEDULE OF PURCHASES FROM SUPPLIERS

  Three months ended  Nine months ended 
  December 31,  December 31, 
  2022  2021  2022  2021 
Garment manufacturing segment  Nil%  100.0%  Nil%  99.8%
Logistics services segment  100.0%  100.0%  100.0%  92.2%
Property management and subleasing  100.0%  100.0%  100.0%  100.0%

(d)Interest Rate Risk

The Company’s 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, 2022, the total outstanding borrowings amounted to $138,265 (RMB955,281) with various interest rate from 4.84% to 6.96% p.a. (Note 10)

(e)COVID-19

The Coronavirus Disease (COVID-19) outbreak and the measures taken to contain the spread of the pandemic have created a high level of uncertainty to global economic prospects and this has impacted the Company’s operations and its financial performance in the last three quarters of the financial year and subsequent to the financial year end.

As the situation continues to evolve with significant level of uncertainty, the Company is unable to reasonably estimate the full financial impact of the COVID-19 outbreak. The Company is monitoring the situation closely and to mitigate the financial impact, it is conscientiously managing its cost by adopting an operating cost reduction strategy and conserving liquidity by working with major creditors to align repayment obligations with receivable collections.

15. SUBSEQUENT EVENTS

On January 4, 2023, Addentax Group Corp. (the “Company”) entered into a Securities Purchase Agreement (the “Securities Purchase Agreement) with certain accredited investors (the “Purchasers”), pursuant to which the Company received a net proceed of $15,000,000 in consideration of the issuance of:

 

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● senior secured convertible notes in the forward-looking statements are reasonable, we cannot guarantee future results, levelsaggregate original principal amount of activity, performance or achievements. Except as required by applicable law, including the securities laws$16,666,666.66 (the “Convertible Notes”);

● warrants to purchase up to 16,077,172 shares of common stock of the United States, we do not intendCompany (the “Common Stock”) until on or prior to update any11:59 p.m. (New York time) on the five year anniversary of the forward-looking statements to conform these statements to actual results.closing date at an exercise price of $1.25 per share.

 

Our consolidated unaudited financial statements are stated in United States Dollars (US$The transactions contemplated under the Securities Purchase Agreement closed on January 4, 2023. The Company intends to use the proceeds from the issuance of the Convertible Notes and the PIPE Warrants for general corporate purposes.

The Convertible Notes bear interest at an interest rate of 5% per annum payable on each installment date commencing on the original date of issuance.

On January 10, 2023, the Company entered into an amendment (the “Amendment”, and the Original Purchase Agreement, as amended, the “Purchase Agreement”) and are preparedto the Original Purchase Agreement with each Investor in accordance with United States Generally Accepted Accounting Principles. the terms of the Original Purchase Agreement. Under the Amendment, the original increase in the authorized shares of the Company from 50,000,000 to 150,000,000 was increased to 250,000,000.

F-16

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, 2022 and 2021 should be read in conjunction with the Financial Statements and corresponding notes included in this Report on Form 10-Q. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our financial statementsplans, objectives, expectations, and intentions. Actual results and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual resultstiming of events could differ materially from those discussedanticipated in thethese forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.

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

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

Corporate Overview

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

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

As a result of a number of factors, including those set forth under the closing,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 logistics services provider based in China. We are listed on the Nasdaq Capital Market under the symbol of “ATXG”. We classify our businesses into three segments: Garment manufacturing, Logistics services, and Property management and subleasing. We used to have an operating segment named “Epidemic prevention supplies”, which included manufacturing, distribution and trading of epidemic prevention supplies. As the COVID-19 pandemic is getting better, the Company has terminated its previousceased to operate in the Epidemic prevention supplies business plan, and is now pursuingat the historicalbeginning of the quarter.

Our garment manufacturing business consists of Yingxi Industrial Chain Group Co., Ltd., an international industry chain service provider specializingsales made principally to wholesaler located in textile & garments industry.

the People’s Republic of China (“PRC”). We have never declared bankruptcy, beenour 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”), Dongguan Yushang Clothing Co., Ltd (“YS”), and Shantou Yi Bai Yi Garments Co., Ltd (“YBY”) which are located in receivership, or involvedthe Guangdong province, China.

Our logistic business consists of delivery and courier services covering approximately 79 cities in any kindapproximately seven provinces and two municipalities in China. Although we have our own motor vehicles and drivers, we currently outsource some of legal proceeding.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 three wholly owned subsidiaries, namely Shenzhen Xin Kuai Jie Transportation Co., Ltd (“XKJ”), Shenzhen Yingxi Peng Fa Logistic Co., Ltd (“PF”) and Shenzhen Yingxi Tongda Logistic Co., Ltd (“TD”), which are located in the Guangdong province, China.

Our property management and subleasing provides shops subleasing and property management services for garment wholesalers and retailers in garment market. We conduct our property management and subleasing operation through a wholly owned subsidiary, namely Dongguan Yingxi Daying Commercial Co., Ltd (“DY”).

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ResultsBusiness Objectives

Garment Manufacturing Business

We believe the strength of Operationsour garment manufacturing business is mainly due to our consistent emphasis on exceptional quality and timely delivery of our products. The primary business objective for our garment manufacturing segment is to expand our customer base and improve our profit.

ForLogistics Services Business

The business objective and future plan for our logistics services segment is to establish an efficient logistic system and to build a nationwide delivery and courier network in China. As of December 31, 2022, we provide logistics services to over 79 cities in approximately seven provinces and two municipalities. We expect to develop an additional 20 logistics points in existing serving cities and improve the three months ended September 30, 2017 comparedCompany’s profit in the year end of 2023.

Property Management and Subleasing Business

The business objective of our property management and subleasing segment is 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 $3,729,840integrate resources in shopping mall, develop e-commerce bases and the Internet celebrity economy together to drive to increase the value of the stores in the area. The short-term goal for the three months ended Septemberyear is to increase the occupancy rate of stores in the mall to more than 70%.

Seasonality of Business

Our business is affected by seasonal trends, with higher levels of garment sales in our second and third quarters and higher logistics services revenue in our third and fourth quarters. These trends primarily result from the timing of seasonal garment manufacturing shipments and holiday periods in the logistics services 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 2017, an increaseto 180 days following their acknowledgement of $1,296,281 comparedreceipt of goods.

Logistics services business

For logistics services, we generally receive payments from the customers between 30 to 2016. The increase was primarily a result of regular increase of business.

Cost of revenue

Cost of revenue totaled $3,366,742 for90 days following the three months ended September 30, 2017, an increase of $1,318,883 compared to 2016. Our cost of revenues consisted mainlydate of the labor cost, raw material cost, manufacturing cost, transportation costregistration of our receipt of packages.

Property management and operation tax. The increase was primarily a resultsubleasing business

For property management and subleasing business, we generally collect rental and management fees of an increasethe following month each month in transportation fee caused by increasing toll charge and the third-party cost from new business.advance.

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.

 164

 

ForEconomic Uncertainty

Our business is dependent on consumer demand for our products and services. We believe that the six months ended September 30, 2017 comparedsignificant uncertainty in the economy in China has increased our clients’ sensitivity to 2016the 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.

  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%)

RevenueDespite 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.

Net revenues totaled $8,046,794 for the six months ended September 30, 2017, an increaseSummary of $2,119,722 compared to 2016. The increase was primarilyCritical Accounting Policies

We have identified critical accounting policies that, as 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 mainlyjudgments, uncertainties, uniqueness and complexities of the labor cost, raw material cost, manufacturing cost, transportation costunderlying accounting standards and operation tax. The increase was primarily ainvolved could 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, comparedmaterial changes to 2016. Operating expenses consisted of sales expense, administration expense andour 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 of a net loss of $119,669 and was decreased by depreciation of $56,797, and increased by a net increase in change of operating assets and liabilities of $77,627. For the six months ended September 30, 2016, net cash flows provided by operating consisted of a net income of $51,371 and was increased by depreciation of $49,719 and a net increase in the change of operating assets and liabilities of $206,288. Cash flows from operating activities decreased mainly due to a decrease in net income.

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

Critical Accounting Policy and Estimates

In the ordinary course of business, we make a number of estimates and assumptions relating to the reporting ofposition or results of operations under different conditions or using different assumptions.

Estimates and financial condition inAssumptions

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

Revenue Recognition

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

(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.

 185

 

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.

Leases

Lessee

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.

Lessor

As a lessor, the Company’s leases are classified as operating leases under ASC 842. Leases, in which the Company is the lessor, are substantially all accounted for as operating leases and the lease components and non-lease components are accounted for separately. Rental income from operating leases is recognized on a straight-line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognized on a straight-line basis over the lease term.

Recently issued accounting pronouncements

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 April 1, 2023. The Company is currently evaluating the impact the adoption of this ASU will have on its consolidated financial statements.

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

Results of Operations for the three months ended December 31, 2022 and 2021

The following tables summarize our results of operations for the three months ended December 31, 2022 and 2021. 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.

  Three Months Ended December 31,  Changes in 2022 
  2022  2021  compared to 2021 
  (In U.S. dollars, except for percentages)    
Revenue $2,122,242   100.0% $2,791,470   100% $(669,228)  (24.0)%
Cost of revenues  (1,514,780)  (71.4)%  (2,323,716)  (83.2)%  808,936   34.8%
Gross profit  607,462   28.6%  467,754   16.8%  139,708   29.9%
Operating expenses  (700,429)  (33.0)%  (495,430)  (17.8)%  (204,999)  (41.4)%
(Loss) income from operations  (92,967)  (4.4)%  (27,676)  (1.0)%  (65,291)  (235.9)%
Other income, net  19,232   0.9%  43,958   1.6%  (24,726)  (56.2)%
Net finance cost  (299)  (0.0)%  (2,454)  (0.1)%  2,155   14.2%
Income tax expense  (8,184)  (0.4)%  (2,209)  (0.1)%  (5,975)  (270.5)%
Net (loss) income $(82,218)  (3.9)% $11,619   0.4% $(93,837)  (807.6)%

Revenue

Total revenue for the three months ended December 31, 2022 decreased by approximately $0.7 million, or 24.0%, as compared with the three months ended December 31, 2021. The decrease was mainly due to an increase of approximately $0.1 million in garment manufacturing, a decrease of approximately $0.5 million in logistics services business, and a decrease of approximately $0.3 million in property management and subleasing business.

The revenue generated from our garment manufacturing business was $0.1 million, or approximately 4.7%, of total revenue for the three months ended December 31, 2022. The revenue generated from the segment was $0.03 million, or approximately 0.9%, of total revenue for the three months ended December 31, 2021. The low revenue was mainly due to factory facilities renewals and repairs, and the remaining factories cannot provide as much capacity as previously. We estimate the manufacturing capacity will recover at end of the fiscal year 2023.

6

Revenue generated from our logistics services business contributed approximately $1.2 million, or 57.2%, of our total revenue for the three months ended December 31, 2022. Revenue generated from our logistic business contributed approximately $1.7 million, or 61.6%, of our total revenue for the three months ended December 31, 2021.

Revenue generated from our property management and subleasing business contributed approximately $0.8 million, or 37.5%, of our total revenue for the three months ended December 31, 2022. The revenue from this business segment was $1.0 million, or 37.5%, of our total revenue of this business for the three months ended December 31, 2021.

Cost of revenue

  Three months ended December 31,  Increase (decrease) in 
  2022  2021  2022 compared to 2021 
  (In U.S. dollars, except for percentages)    
Net revenue for garment manufacturing $100,723   100.0% $25,641   100% $75,082   292.8%
Raw materials  771   0.8%  8,829   34.4%  (8,058)  (91.3)%
Labor  64,108   63.7%  12,783   49.9%  51,325   401.5%
Other and Overhead  2,761   2.7%  6,306   24.6%  (3,545)  (56.2)%
Total cost of revenue for garment manufacturing  67,640   67.2%  27,918   108.9%  39,722   142.3%
Gross profit (loss) for garment manufacturing  33,083   32.8%  (2,277)  (8.9)%  35,360   1,552.9%
                         
Net revenue for logistics services  1,213,530   100.0%  1,719,202   100.0%  (505,672)  (29.4)%
Fuel, toll and other cost of logistics services  648,971   53.5%  568,726   33.1%  80,245   14.1%
Subcontracting fees  253,359   20.9%  842,510   49.0%  (589,151)  (69.9)%
Total cost of revenue for logistics services  902,330   74.4%  1,411,236   82.1%  (508,906)  (36.1)%
Gross Profit for logistics services  311,200   25.6%  307,967   17.9%  3,233   1.0%
                         
Net revenue for property management and subleasing  796,343   100.0%  1,046,627   100.0%  (250,284)  (23.9)%
Total cost of revenue for property management and subleasing  536,732   67.4%  884,556   84.5%  (347,824)  (39.3)%
Gross Profit for property management and subleasing  259,611   32.6%  162,071   15.5%  97,540   60.2%
                         
Net revenue for corporate and others $11,646   100.0% $-       11,646     
Merchandise/Finished goods/Raw materials  8,078   69.4%  6       8,072     
Total cost of revenue for corporate and others  8,078   69.4%  6       8,072     
Gross income (loss) for corporate and others  3,568   30.6%  (6)      3,574     
Total cost of revenue $1,514,780   71.4% $2,323,716   83.2% $(808,936)  (34.8)%
Gross profit $607,462   28.6% $467,754   16.8% $139,708   29.9%

7

For our garment manufacturing business, we purchased the majority of our raw materials directly from numerous local fabric and accessories suppliers.

Raw material costs for our garment manufacturing business was $771 in the three months ended December 31, 2022, as compared with $8,829 in the three months ended December 31, 2021.

Labor costs for our garment manufacturing business was $64,108, approximately 63.7% of our total garment manufacturing business revenue in the three months ended December 31, 2022, as compared with $12,783, approximately 49.9% in the three months ended December 31, 2021. The increase was mainly due to the rising wages in the PRC.

Overhead and other expenses for our garment manufacturing business accounted for $2,761, approximately 2.7% of our total garment business revenue for the three months ended December 31, 2022, as compared with $6,306, approximately 24.6% of total garment business revenue for the three months ended December 31, 2021.

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 20.9% and 29.9% of total cost of revenues for our service segment for the three months ended December 31, 2022 and 2021, respectively. The decrease was mainly due to our usage of our own logistics more than the subcontractors during the COVID-19 epidemic. We have not experienced any disputes with our subcontractors and we believe we maintain good relationships with our contract logistics services provider.

Fuel, toll and other costs for our service business for the three months ended December 31, 2022 were approximately $0.6 million as compared with $0.6 million for the three months ended December 31, 2021. Fuel, toll and other costs for our service business accounted for approximately 53.5% of our total service revenue for the three months ended December 31, 2022, as compared with approximately 33.1% for the three months ended December 31, 2021. The increase was primarily attributable to a decrease in the use of subcontractors under the COVID-19 epidemic circumstance.

Subcontracting fees for our service business for the three months ended December 31, 2022 decreased significantly by approximately 69.9% to approximately $0.3 million from $0.8 million for the three months ended December 31, 2021. Subcontracting fees accounted for approximately 20.9% and 49.0% of our total service business revenue in the three months ended December 31, 2022 and 2021, respectively. The decrease was primarily due to the Company used less subcontractors under the COVID-19 epidemic circumstance.

8

For property management and subleasing business, the cost of revenue was mainly the amortization of operating lease assets for the subleasing business. The cost of revenue for property management and subleasing business for the three months ended December 31, 2022 was $536,732, approximately 67.4% of our total property management and subleasing business revenue, as compared with $884,556, approximately 84.5% of total property management and subleasing business revenue for the three months ended December 31, 2022.

Gross profit

Garment manufacturing business gross profit for the three months ended December 31, 2022 was approximately $33,082, as compared with a gross loss of approximately $2,278 for the three months ended December 31, 2021. Gross profit accounted for 32.8% of our total Garment manufacturing business revenue for the three months ended December 31, 2022, as compared with a gross loss of 8.9% for the three months ended December 31, 2021.

Gross profit in our logistics services business for the three months ended December 31, 2022 was approximately $0.3 million and gross margin was 25.6%. Gross profit in our logistics services business for the three months ended December 31, 2021 was approximately $0.3 million and gross margin was 17.9%. The increase of gross profit margin was mainly attributable to a decrease of operating expenses due to replacement of old vehicles and shifting our strategic focus on high margin customers.

Gross profit in our property management and subleasing business for the three months ended December 31, 2022 was approximately $0.3 million, or 32.6%, of our total property management and subleasing business revenue. It was approximately $0.2 million, or 15.5%, for the three months ended December 31, 2021.

  Three months ended December 31,  Increase (decrease) in 
  2022  2021  2022 compared to 2021 
  (In U.S. dollars, except for percentages)    
Gross profit $607,462   100% $467,754   100%  139,708   29.9%
Operating expenses:                        
Selling expenses  (24,511)  (4.0)%  (43,118)  (9.2)%  18,607   43.2%
General and administrative expenses  (675,918)  (111.3)%  (452,312)  (96.7)%  (223,606)  (49.4)%
Total $(700,429)  (115.3)% $(495,430)  (105.9)%  (204,999)  (41.4)%
Loss from operations $(92,967)  (15.3)% $(27,676)  (5.9)%  (65,291)  (235.9)%

Selling, General and administrative expenses

Our selling expenses were mainly incurred for our property management and subleasing business. It was approximately $0.02 million and $0.04 million for the three months ended December 31, 2022 and 2021, respectively. Selling expenses consist primarily of advertisement, local transportation, unloading charges and product inspection charges.

Our general and administrative expenses in our garment manufacturing business segment for the three months ended December 31, 2022 and 2021 was both approximately $0.03 million. Our general and administrative expenses in our logistics services segment, for the three months ended December 31, 2022 and 2021 was both approximately $0.2 million. The general and administrative expenses in our property management and subleasing business remained stable at approximately $0.1 million for the three months ended December 31, 2022 and 2021. Our general and administrative expenses for the three months ended December 31, 2022 and 2021 was approximately $0.3 million and $0.1 million, 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 three months ended December 31, 2022 increased by approximately 0.2% to approximately $0.68 million from $0.45 million for the three months ended December 31, 2021.

9

Loss from operations

Loss from operations for the three months ended December 31, 2022 and 2021 was approximately $0.09 million and $0.03 million, respectively. Income (loss) from operations of approximately $7,745 and ($28,473) was attributed from our garment manufacturing segment for the three months ended December 31, 2022 and 2021, respectively. Income from operations of approximately $91,147 and $100,769 was attributed from our logistics services segment for the three months ended December 31, 2022 and 2021, respectively. Income from operations of approximately $131,213 and $14,844 was attributed from our property management and subleasing business for the three months ended December 31, 2022 and 2021, respectively. We incurred a loss from operations in corporate office of approximately $0.3 million and $0.1 million for the three months ended December 31, 2022 and 2021. The loss was mainly due to increase in administrative expenses.

Income Tax Expenses

Income tax expense for the three months ended December 31, 2022 and 2021 was approximately $8,184 and $2,209 million, respectively. 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, and is not subject to income taxes.

Yingxi HK was incorporated in Hong Kong and is subject to Hong Kong income tax at a progressive tax rate of 16.5%. No provision for income taxes in Hong Kong have been made as Yingxi HK had no taxable income for the three months ended December 31, 2022 and 2021.

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 the PRC have been made as QYTG and YX had no taxable income for the three months ended December 31, 2022 and 2021.

The Company is governed by the Income Tax Laws of the PRC. All Yingxi’s operating companies are subject to progressive EIT rates from 5% to 15% in 2022. The preferential tax rates will be expired at end of year 2022 and the EIT rate will be 25% from year 2023.

The Company’s parent entity, Addentax Group Corp. is a U.S entity and is subject to the United States federal income tax. No provision for income taxes in the United States have been made as Addentax Group Corp. had no United States taxable income for the three months ended December 31, 2022 and 2021.

Net Income (Loss)

We incurred net loss of approximately $0.08 million and net income of $0.01 million for the three months ended December 31, 2022 and 2021, respectively. Our basic and diluted earnings per share were $0.00 and $0.00 for the three months ended December 31, 2022 and 2021, respectively.

10

Results of Operations for the nine months ended December 31, 2022 and 2021

The following tables summarize our results of operations for the nine months ended December 31, 2022 and 2021. 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,  Changes in 2022 
  2022  2021  compared to 2021 
  (In U.S. dollars, except for percentages)       
Revenue $6,652,645   100.0% $9,835,733   100.0% $(3,183,088)  (32.4)%
Cost of revenues  (5,023,338)  (75.5)%  (8,314,149)  (84.5)%  3,290,811   39.6%
Gross profit  1,629,307   24.5%  1,521,584   15.5%  107,723   7.1%
Operating expenses  (1,606,020)  (24.1)%  (1,510,823)  (15.4)%  (95,197)  (6.3)%
Income from operations  23,287   0.4%  10,761   0.1%  12,526   116.4%
Other income, net  93,288   1.4%  132,959   1.3%  (39,671)  (29.8)%
Net finance cost  34   (0.0)%  (3,240)  (0.0)%  3,274   142.4%
Income tax expense  (18,939)  (0.3)%  (17,893)  (0.2)%  (1,046)  (5.8)%
Net income $97,670   1.5% $122,587   1.2% $(24,917)  (20.3)%

Revenue

Total revenue for the nine months ended December 31, 2022 decreased by approximately $3.2 million, or 32.4%, as compared with the nine months ended December 31, 2021. The decrease was mainly due to the significant decrease of Garment Manufacturing Business.

Revenue generated from our garment manufacturing business contributed approximately $0.1 million (4.7%) and $2.5 million (25.3%) of total revenue for the nine months ended December 31, 2022 and 2021, respectively. The decrease mainly due to factory facilities renewal and repair, remaining factories cannot provide as much capacity as previously. We estimate the capacity will appear to recover by end of FY2023.

11

Revenue generated from our logistics services business contributed approximately $3.8 million, or 57.5%, of our total revenue for the nine months ended December 31, 2022. Revenue generated from our logistic business contributed approximately $4.1 million, or 42.1%, of our total revenue for the nine months ended December 31, 2021. The decrease of $0.3 million was due to decrease of revenue from YXPF compared to the nine months ended December 31, 2021.

Revenue generated from our property management and subleasing business contributed approximately $2.7 million, or 40.2%, of our total revenue for the nine months ended December 31, 2022. Revenue generated from our property management and subleasing business contributed approximately $3.2 million, or 32.6%, of our total revenue for the nine months ended December 31, 2021.

Cost of revenue

  Nine months ended December 31,  Increase (decrease) in 
  2022  2021  2022 compared to 2021 
  (In U.S. dollars, except for percentages)    
Net revenue for garment manufacturing $142,010   100.0% $2,488,173   100.0% $(2,346,163)  (94.3)%
Raw materials  28,323   19.9%  1,719,420   69.1%  (1,691,097)  (98.4)%
Labor  73,376   51.7%  542,118   21.8%  (468,742)  (86.5)%
Other and Overhead  4,380   3.1%  23,124   0.9%  (18,744)  (81.1)%
Total cost of revenue for garment manufacturing  106,079   74.7%  2,284,662   91.8%  (2,178,583)  (95.4)%
Gross profit for garment manufacturing  35,931   25.3%  203,511   8.2%  (167,580)  (82.3)%
                         
Net revenue for logistics services  3,826,070   100.0%  4,144,604   100.0%  (318,534)  (7.7)%
Fuel, toll and other cost of logistics services  1,916,957   50.1%  1,410,231   34.0%  506,726   35.9%
Subcontracting fees  890,660   23.3%  1,868,648   45.1%  (977,988)  (52.3)%
Total cost of revenue for logistics services  2,807,617   73.4%  3,278,879   79.1%  (471,262)  (14.4)%
Gross Profit for logistics services  1,018,453   26.6%  865,725   20.9%  152,728   17.6%
                         
Net revenue for property management and subleasing  2,671,379   100.0%  3,202,956   100.0%  (531,577)  (16.6)%
Total cost of revenue for property management and subleasing  2,099,050   78.6%  2,749,114   85.8%  (650,064)  (23.6)%
Gross Profit for property management and subleasing  572,329   21.4%  453,842   14.2%  118,487   26.1%
                         
Net revenue for corporate and others $13,186   100.0% $-       13,186     
Other and Overhead  10,592   80.3%  1,494       9,098   609.0%
Total cost of revenue for corporate and others  10,592   80.3%  1,494       9,098   609.0%
Gross profit (loss) for corporate and others  2,594   19.7%  (1,494)      4,088   273.6%
Total cost of revenue $5,023,338   75.5% $8,314,149   84.5% $(3,290,811)  (39.6)%
Gross profit $1,629,307   24.5% $1,521,584   15.5% $107,723   7.1%

12

For our garment manufacturing business, we purchase the majority of our raw materials directly from numerous local fabric and accessories suppliers.

Raw material costs for our garment manufacturing business were $28,313, approximately 19.9% of our total garment manufacturing business revenue in the nine months ended December 31, 2022, as compared with $1,719,420, approximately 69.1% in the nine months ended December 31, 2021. The decrease was mainly due to the decrease of the average purchase cost of the raw materials.

Labor costs for our garment manufacturing business were $73,376, approximately 51.7% of our total garment manufacturing business revenue in the nine months ended December 31, 2022, as compared with $542,118, approximately 21.8% in the nine months ended December 31, 2021. The increase was mainly due to the rising wages in the PRC.

Overhead and other expenses for our garment manufacturing business accounted for $4,380, approximately 3.1% of our total garment business revenue for the nine months ended December 31, 2022, as compared with $23,124, 0.9% of total garment business revenue for the nine months ended December 31, 2021.

For our logistic business, we outsourced some of the business to our contractors. The Company relied on a few subcontractors, in which the subcontracting fees to our largest subcontractor represented approximately 25.8% and 30.3% of total cost of revenues for our service segment for the nine months ended December 31, 2022 and 2021, respectively. The percentage decreased was due to the usage of our own logistics more than usage of the subcontractors under COVID-19 epidemic. We have not experienced any disputes with our subcontractors and we believe we maintain good relationships with our contract logistics services providers.

Fuel, toll and other costs for our service business for the nine months ended December 31, 2022 were approximately $1.9 million compared with $1.4 million for the nine months ended December 31, 2021. Fuel, toll and other costs for our service business accounted for approximately 50.1% of our total service revenue for the nine months ended December 31, 2022, as compared with 34.0% for the nine months ended December 31, 2021. The increase was primarily attributable to the decrease of use of subcontractors under the COVID-19 epidemic circumstance.

Subcontracting fees for our service business for the nine months ended December 31, 2022 decreased approximately 52.3% to approximately $0.9 million from $1.9 million for the nine months ended December 31, 2021. Subcontracting fees accounted for approximately 23.3% and 45.1% of our total service business revenue in the nine months ended December 31, 2022 and 2021, respectively. This decrease was primarily because the Company used less subcontractors under the epidemic circumstance.

13

For property management and subleasing business, the cost of revenue was mainly the amortization of operating lease assets for the subleasing business. The cost of revenue for property management and subleasing business for the nine months ended December 31, 2022 was $2,099,050, approximately 78.6% of our total property management and subleasing business revenue, as compared with $2,749,114, approximately 85.8% of total property management and subleasing business revenue for the nine months ended December 31, 2022.

Gross profit

Garment manufacturing business generated a gross profit of approximately $35,931 for the nine months ended December 31, 2022. There was approximately $0.2 million gross profit for the nine months ended December 31, 2021. Gross profit accounted for 25.3% of our total Garment manufacturing business revenue for the nine months ended December 31, 2022, as compared to a gross profit of 8.2% for the nine months ended December 31, 2021.

Gross profit in our logistics services business for the nine months ended December 31, 2022 was approximately $1.0 million and gross margin was 26.6%. Gross profit in our logistics services business for the nine months ended December 31, 2021 was approximately $0.9 million and gross margin was 20.9%. The increase of gross profit ratio was mainly attributable to a decrease of subcontracting fees under the COVID-19 epidemic circumstances and a decrease of operating expenses due to replacement of old vehicles and shifting our strategic focus on high margin customers.

Gross profit in our property management and subleasing business for the nine months ended December 31, 2022 and 2021was approximately $0.6 million and $0.5 million, respectively. It accounted for approximately 21.4% and 14.2% of our total property management and subleasing business revenue for the nine months ended December 31, 2022 and 2021, respectively.

  Nine months ended December 31,  

Increase

(decrease) in

 
  2022  2021  2022 compared to 2021 
  (In U.S. dollars, except for percentages)       
Gross profit $1,629,307   100% $1,521,584   100%  107,723   7.1%
Operating expenses:                        
Selling expenses  (60,155)  (3.7)%  (135,310)  (8.9)%  75,155   55.5%
General and administrative expenses  (1,545,865)  (94.9)%  (1,375,513)  (90.4)%  (170,352)  (12.4)%
Total $(1,606,020)  (98.6)% $(1,510,823)  (99.3)%  (95,197)  (6.3)%
Income from operations $23,287   1.4% $10,761   0.7%  12,526   116.4%

Selling, General and administrative expenses

Our selling expenses in our Garment manufacturing business segment for the nine months ended December 31, 2022 and 2021 was approximately $110 and $261, respectively. Our selling expenses in our logistics services segment was nil for the nine months ended December 31, 2022 and 2021. Selling expenses in our property management and subleasing business was $0.06 million and $0.1 million for the nine months ended December 31, 2022 and 2021, respectively. Selling expenses consist primarily of advertisement, local transportation, unloading charges and product inspection charges. Total selling expenses for the nine months ended December 31, 2022 decreased significantly by approximately 64.1% to $0.1 million from $0.4 million for the nine months ended December 31, 2021.

Our general and administrative expenses in our Garment manufacturing business segment was approximately $0.08 million and $0.1 million for the nine months ended December 31, 2022 and 2021, respectively. Our general and administrative expenses in our logistics services segment, for the nine months ended December 31, 2022 and 2021 was both approximately $0.7 million. The general and administrative expenses in our property management and subleasing business was approximately $0.3 million for both the nine months ended December 31, 2022 and 2021. Our general and administrative expenses in our corporate office for the nine months ended December 31, 2022 and 2021 was approximately $0.5 million and $0.3 million, 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, 2022 was as approximately $0.2 million, or 12.4% higher than as compared to the nine months ended December 31, 2021.

14

Income from operations

Income from operations was approximately $0.02 million and $0.01 million for the nine months ended December 31, 2022 and 2021, respectively. Loss from operations of approximately $0.05 million was attributed from our garment manufacturing segment for the nine months ended December 31, 2022. Income from operations of approximately $0.1 million was attributed from our garment manufacturing segment for the nine months ended December 31, 2021. Income from operations of approximately $0.4 million and $0.2 million was attributed from our logistics services segment for the nine months ended December 31, 2022 and 2021, respectively. Our property management and subleasing business segment generated approximately $0.3 million and $0.05 million income from operations for the nine months ended December 31, 2022 and 2021, respectively. We incurred a loss from operations in corporate office of approximately $0.5 million and $0.3 million for the nine months ended December 31, 2022 and 2021, respectively. The loss was mainly due to an increase in administrative expenses.

Income Tax Expenses

Income tax expense for the nine months ended December 31, 2022 and 2021 was approximately $18,939 and $17,893, respectively. 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, and is not subject to income taxes.

Yingxi HK was incorporated in Hong Kong and is subject to Hong Kong income tax at a progressive tax rate of 16.5%. No provision for income taxes in Hong Kong have been made as Yingxi HK had no taxable income for the nine months ended December 31, 2022 and 2021.

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 the PRC have been made as QYTG and YX had no taxable income for the nine months ended December 31, 2022 and 2021.

The Company is governed by the Income Tax Laws of the PRC. All Yingxi’s operating companies are subject to progressive EIT rates from 5% to 15% in 2022. The preferential tax rates will be expired at end of year 2022 and the EIT rate will be 25% from year 2023.

The Company’s parent entity, Addentax Group Corp. is a U.S entity and is subject to the United States federal income tax. No provision for income taxes in the United States have been made as Addentax Group Corp. had no United States taxable income for the nine months ended December 31, 2022 and 2021.

Net Income (Loss)

We incurred a net income of approximately $0.1 million for both the nine months ended December 31, 2022 and 2021. Our basic and diluted earnings per share were $0.00 and $0.00 for the nine months ended December 31, 2022 and 2021, respectively.

Summary of cash flows

Summary cash flows information for the nine months ended December 31, 2022 and 2021 is as follow:

  Nine months ended December 31, 
  2022  2021 
  (In U.S. dollars) 
Net cash (used in) provided by operating activities $(1,528,118) $383,825 
Net cash used in investing activities $(17,500,000) $(176,268)
Net cash provided by (used in) financing activities $19,240,977  $(1,543,573)

Net cash provided by operating activities in the nine months ended December 31, 2022 was approximately $1.7 million less as compared to the nine months ended December 31, 2021. The decrease was predominately due to the movement of operating assets and liabilities of the nine months ended December 31, 2022 resulted in cash outflow of approximately $1.9 million, while the movement of operating assets and liabilities of the nine months ended December 31, 2021 resulted in cash inflow of approximately $0.2 million. We will continue to improve our operating cash flow by closely monitoring the timely collection of accounts and other receivables. We generally do not hold any significant inventory for more than ninety days, as we typically manufacture upon customers’ orders.

Net cash used in investing activities for the nine months ended December 31, 2022 was approximately $17.5 million, which was approximately $17.3 million more as compared to the nine months ended December 31, 2021. The increase was predominately due to a purchase of debt securities in the nine months ended December 31, 2022.

Net cash provided by financing activities for the nine months ended December 31, 2022 was approximately $20.8 million more than the nine months ended December 31, 2021. The increase was predominately due to the Company received approximately $20.2 million proceeds from its initial public offering, and the net cash repayment of related party borrowings in current period was approximately $0.5 million less as compared to the nine months ended December 31, 2021.

Financial Condition, Liquidity and Capital Resources

As of December 31, 2022, we had cash on hand of approximately $1.6 million, total current assets of approximately $27.3 million and current liabilities of approximately $8.5 million. Currently, we finance our operations by using the cash flows from revenue, fund raising from our initial public offering proceedings and capital contributions from our chief executive officer, Mr. Hong Zhida (the “CEO”). In the event that the Company requires additional funding to finance the growth of the Company’s current and expected future operations as well as to achieve our strategic objectives, the CEO has indicated the intent and ability to provide additional equity financing.

Foreign Currency Translation Risk

Our operations are located in China, which may give rise to significant foreign currency risks from fluctuations and the degree of volatility in foreign exchange rates between the U.S. dollar and the Chinese Renminbi (“RMB”). All of our sales are in RMB. In the past years, RMB continued to appreciate against the U.S. dollar. As of December 31, 2022, the market foreign exchange rate was RMB6.909 to one U.S. dollar. Our financial statements are translated into U.S. dollars using the closing rate method. The balance sheet items are translated into U.S. dollars using the exchange rates at the respective balance sheet dates. The capital and various reserves are translated at historical exchange rates prevailing at the time of the transactions while income and expenses items are translated at the average exchange rate for the period. All translation adjustments are included in accumulated other comprehensive income in the statement of equity. The foreign currency translation gain (loss) for the nine months ended December 31, 2022 and 2021 was approximately $0.2 million and $(0.06) million respectively.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements (as that term is defined in Item 303(a)(4)(ii) of Regulation S-K) as of December 31, 2022 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.

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Item 3.Quantitative and Qualitative Disclosures About Market Risk

As a “smallerItem 3. Quantitative and Qualitative Disclosures About Market Risk

Not 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 SeptemberJune 30, 2017.2022. 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, 2017 using the criteria established in “Internal Control - Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

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

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

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

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

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

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

Changes in Internal Controls over Financial Reporting

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

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

PART II - OTHER INFORMATION

Item 1.Legal Proceedings

We know of no material, existing or 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

None.Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3.Defaults Upon Senior Securities

None.Item 3. Defaults Upon Senior Securities

None.

Item 4.Mine Safety Disclosures

Item 4. Mine Safety Disclosures

Not Applicable.

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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 (d)/15d-14d) Certifications
(31)31.1*Rule 13a-14(a)/15d-14(a) Certification
31.1Section 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.INSInline XBRL Instance Document
101.SCH*101.SCHInline XBRL Taxonomy Extension Schema Document
101.CAL*101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*

101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document
104Cover Page Interactive Data File (Embedded within the Inline XBRL document)

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

17

SIGNATURES

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.

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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)
Date: February 14, 2023
Dated: November 20, 2017By:/s/ Hong Zhida
Hong Zhida
President, Chief Executive Officer and Director,
(Principal Executive Officer)
Date: February 14, 2023By:/s/ Huang Chao
Huang Chao
Chief Financial Officer Secretary and DirectorTreasurer
(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

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