UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-Q/AFORM 10-Q

(Amendment No. 1)

(Mark One)

 

[X]Quarterly Report pursuant to SectionQUARTERLY REPORT PURSUANT TO SECTION 13 orOR 15(d) of the Securities Exchange Act ofOF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended ended:December 31, 20172018

 

[  ]Transition Report pursuant to SectionTRANSITION REPORT PURSUANT TO SECTION 13 orOR 15(d) of the Securities Exchange Act ofOF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _______________________ to ___________________________

 

Commission file number:File No.333-206097

 

ADDENTAX GROUP CORP.

(Exact name of registrant as specified in its charter)

 

Nevada 35-2521028

(State or other jurisdiction of
incorporation or organization)

 

(IRSI.R.S. Employer

incorporation or formation)Identification No.)

Number)

 

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

Kingkey 100, Block A, Room 5403,

Luohu District, Shenzhen City, China 518000

(Address of principal executive offices)

 

+(86) 755 86961 405
(Registrant’s telephone number, including area code)

+ (86) 755 86961 405

(Registrant’s telephone number)

 

Indicate by check mark whether the registrantregistrant: (1) has filed all reports required to be filed by Section 13 or 15 (d)15(d) of the Securities Exchange Actact 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.

[X] Yes [X] No [  ] No

 

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

[X] Yes [  ] No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large“large accelerated filer,accelerated filer,” “smaller“accelerated filer” and “smaller reporting company,company” and emerging“emerging growth companycompany” 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 [  ]
Emerging growth company [X]

 

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

 

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

 

State the numberAs of February 13, 2019, there were 506,920,000 shares outstanding of each of the issuer’s classes ofregistrant’s common equity, as of the latest practicable date: 506,920,000 common shares issued and outstanding as of April 16, 2018.stock.

 

 

 

 
 

 

EXPLANATORY NOTE

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

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

The Restatement corrects accounting errors related to:

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

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

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

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

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

TABLE OF CONTENTS

 

 PART I – FINANCIAL INFORMATION 
   
Item 1.Financial Statements (Unaudited)3
   
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations4
Item 3.Quantitative and Qualitative Disclosures About Market Risk18
Item 4.Controls and Procedures18
PART II – OTHER INFORMATION
Item 1.Legal Proceedings18
Item 1A.Risk Factors19
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds19
Item 3.Defaults Upon Senior Securities19
   
Item 4.Controls and ProceduresMine Safety Disclosures3019
   
Item 5.PART II – OTHER INFORMATIONOther Information19
   
Item 6.Exhibits3119

2

PART I – FINANCIAL INFORMATION

 

Item 1. Financial Statements

ADDENTAX GROUP CORP.

FINANCIAL STATEMENTS

For the three and Supplementary Datanine months ended December 31, 2018 and 2017

TABLE OF CONTENTS

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

3

 

ADDENTAX GROUP CORP AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

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

AS OF DECEMBER 31, 20172018 (UNAUDITED) AND MARCH 31, 20172018 (AUDITED)

 

 December 31, 2017 March 31, 2017 
 (Restated) (Restated)  December 31, 2018  March 31, 2018 
ASSETS                
        
CURRENT ASSETS                
Cash and cash equivalents $146,365  $176,905  $356,969  $264,806 
Accounts receivables, net  4,626,213   4,776,878   1,887,702   3,416,618 
Inventories, net  465,589   445,442   391,646   239,229 
Other receivables  1,927,410   1,105,320   195,740   2,005,112 
Advances to suppliers  939,604   322,556   221,843   266,377 
Amounts due from related parties  289,210   127,552   80,149   202,426 
Total current assets  8,394,391   6,954,653   3,134,049   6,394,568 
                
NON-CURRENT ASSETS                
Plant and equipment, net  655,457   663,203   651,353   648,540 
Goodwill  929,662   929,662   475,003   475,003 
Total non-current assets  1,585,119   1,592,865   1,126,356   1,123,543 
TOTAL ASSETS $9,979,510  $8,547,518  $4,260,405  $7,518,111 
                
LIABILITIES AND EQUITY                
                
CURRENT LIABILITIES                
Accounts payable $3,468,618  $1,610,643  $1,211,121  $1,549,847 
Amount due to related parties  5,076,803   2,907,283   4,060,259   5,319,418 
Advances from customers  820,981   1,047,817   121,188   1,561,861 
Accrued expenses and other payables  991,571   199,283   256,700   185,855 
Payable for acquisition of business  -   3,025,751 
Bank borrowings  159,922   - 
Income tax payable  6,108   723   2,113   6,064 
Total current liabilities  10,364,081   8,791,500   5,811,303   8,623,045 
TOTAL LIABILITIES $10,364,081  $8,791,500  $5,811,303  $8,623,045 
                
COMMITMENTS AND CONTINGENCIES                
                
EQUITY                
Common stock ($0.001 par value, 506,920,000 shares issued and outstanding for the period ended December 31, 2017 and $0.001 par value, 500,000,000 shares issued and outstanding for the year ended March 31, 2017) $506,920  $500,000 
Common stock ($0.001 par value, 506,920,000 shares issued and outstanding for the three months ended June 30, 2018 and the year ended March 31, 2018 ) $506,920  $506,920 
Additional paid-in capital  (420,523)  (413,604)  (420,524)  (420,524)
Retained earnings  (412,984)  (371,802)  (1,650,784)  (1,081,198)
Statutory reserve  21,539   21,539   21,539   21,539 
Accumulated other comprehensive income  (79,523)  19,884   (8,049)  (131,671)
Total equity  (384,571)  (243,983)  (1,550,898)  (1,104,934)
TOTAL LIABILITIES AND EQUITY $9,979,510  $8,547,517  $4,260,405  $7,518,111 

 

See accompany notes to the condensed consolidated financial statements.

 

3F-2
 

 

ADDENTAX GROUP CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF (LOSS) INCOMELOSS AND COMPREHENSIVE (LOSS) INCOMELOSS

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

FOR THE THREE AND NINE MONTHS ENDED DECEMBER 31, 20172018 AND 20162017 (UNAUDITED)

 

 Three months ended December 31,  Nine months ended December 31, 
 2017  2016  2017  2016  Three months ended
December 31,
  

Nine months ended
December 31,

 
 (Restated)   (Restated)    2018  2017  2018  2017 
REVENUES $3,063,211  $2,413,505  $10,677,416  $2,413,505  $2,541,803  $3,063,211  $8,108,408  $10,677,416 
                                
COST OF REVENUES  (2,702,415)  (2,053,447)  (9,472,377)  (2,053,447)  2,495,740   2,702,415   7,086,149   9,472,377 
                                
GROSS (LOSS) PROFIT  360,796   360,058   1,205,039   360,058 
GROSS PROFIT  46,063   360,796   1,022,259   1,205,039 
                                
OPERATING EXPENSES                                
Selling and marketing  (4,106)  (736)  (21,643)  (736)  (4,770)  (4,106)  (14,480)  (21,643)
General and administrative  (419,057)  (292,537)  (1,216,486)  (292,537)  (586,310)  (419,057)  (1,589,906)  (1,216,486)
Total operating expenses  (423,163)  (293,273)  (1,238,129)  (293,273)  (591,080)  (423,163)  (1,604,386)  (1,238,129)
                                
(LOSS) INCOME FROM OPERATIONS  (62,367)  66,785   (33,090)  66,785 
LOSS FROM OPERATIONS  (545,017)  (62,367)  (582,127)  (33,090)
                                
OTHER INCOME, NET  7,204   2,677   5,621   2,677   2,142   7,204   19,132   5,621 
                                
(LOSS) INCOME BEFORE INCOME TAX EXPENSE  (55,163)  69,462   (27,469)  69,462 
LOSS BEFORE INCOME TAX EXPENSE  (542,875)  (55,163)  (562,995)  (27,469)
                                
INCOME TAX EXPENSE  (5,976)  (13,191)  (13,713)  (13,191)  (2,102)  (5,976)  (6,591)  (13,713)
                                
NET (LOSS) INCOME  (61,139)  56,271   (41,182)  56,271 
Foreign currency translation (loss) gain  (29,568)  6,907   (99,407)  6,907 
TOTAL COMPREHENSIVE (LOSS) INCOME $(90,707) $63,178  $(140,589) $63,178 
NET LOSS  (544,977)  (61,139)  (569,586)  (41,182)
Foreign currency translation gain (loss)  (445)  (29,568)  123,622   (99,407)
TOTAL COMPREHENSIVE LOSS $(545,422) $(90,707) $(445,964) $(140,589)
                                
EARNINGS PER SHARE                                
Basic and diluted  0.00   0.00   0.00   0.00   0.00   0.00   0.00   0.00 
Weighted average number of shares outstanding – Basic and diluted  506,920,000   500,000,000   506,920,000   500,000,000   506,920,000   506,920,000   506,920,000   506,920,000 

 

See accompany notes to the condensed consolidated financial statements.

 

4F-3
 

 

ADDENTAX GROUP CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

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

FOR THE NINE MONTHS ENDED DECEMBER 31, 20172018 AND 20162017 (UNAUDITED)

 

  2017  2016 
  (Restated)    
CASH FLOWS FROM OPERATING ACTIVITIES:        
Net (loss) income $(41,182) $56,271 
Adjustments to reconcile net income to net cash used in operating activities:        
Depreciation  84,535   7,484 
Loss from disposal of plant and equipment  -   4,502 
Allowance for obsolete inventories  -   155,722 
Changes in operating assets and liabilities:        
(Increase) decrease in:        
Accounts receivable  150,665   (915,615)
Inventories  (20,147)  192,636 
Advances to suppliers  (617,048)  260,362 
Amounts due from related parties  -   (39,354)
Other receivables  (822,090)  (681,413)
Increase (decrease) in:        
Accounts payables  1,857,974   712,153 
Amounts due to related parties  -   (28,878)
Accrued expenses and other payables  385,254   64,516 
Advances from customers  (226,836)  (113,579)
Taxes payable  5,385   34,672 
Net cash provided by (used in) operating activities  756,510   (290,521)
         
CASH FLOWS FROM INVESTING ACTIVITIES:        
Purchase of plant and equipment  (76,788)  - 
Proceeds from sale of plant and equipment      5,871 
Payment for acquisition of subsidiaries  (3,025,751)  - 
Acquisition of businesses net of cash acquired  -   221,840 
Net cash provided by investing activities  (3,102,539)  227,711 
         
CASH FLOWS FROM FINANCING ACTIVITIES:        
Proceeds from related party borrowings  4,778,063   - 
Repayment of related party borrowings  (2,770,201)  - 
Proceeds from third party borrowings  829,081   547,051 
Repayment of third party borrowings  (525,978)  (254,401)
Net cash provided by financing activities  2,310,965   292,650 
         
NET INCREASE IN CASH AND CASH EQUIVALENTS  (35,064)  229,840 
Effect of exchange rate changes on cash and cash equivalents  4,524   (1,891)
Cash and cash equivalents, beginning of year  176,905   - 
CASH AND CASH EQUIVALENTS, END OF YEAR $146,365  $227,949 

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

 

See accompany notes to the condensed consolidated financial statements.

ADDENTAX GROUP CORP. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED DECEMBER 31, 20172018 AND 2016 (UNAUDITED)2017

 

1.ORGANIZATION AND BUSINESS ACQUISITIONS

 

Addentax Group Corp. (“ATXG”) was incorporated in Nevada on October 28, 2014, and before the transaction described below, ATXG iswas engaged in the field of producing images on multiple surfaces using heat transfer technology.

 

On December 28, 2016, ATXG acquired 250,000,000 shares of the issued and outstanding stock of Yingxi Industrial Chain Group Co., Ltd. (“Yingxi”). The 250,000,000 shares of Yingxi were acquired from the members of Yingxi in a share exchange transaction in return for the issuance of 500,000,000 shares of common stock of ATXG. The 250,000,000 shares of Yingxi constitute 100% of its issued and outstanding stock, and as a result of the transaction, Yingxi became a wholly-owned subsidiary of ATXG. And followingFollowing the consummation of the reverse acquisition effective on September 25, 2017, and giving effect to the securities exchanged in the offering, the members of Yingxi will beneficially ownowned approximately ninty-nineninety-nine (99%) of the issued and outstanding common stock of ATXG. For accounting purposes, the Company was treated as an acquiree and Yingxi as an acquirer, as a result, the business and financial information contained in this report is that of the acquirer prior to the consummation date and that of the combined entity after that date.

 

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

 

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

 

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

Shenzhen Qianhai Yingxi Industrial Chain Services Co., Ltd (“YX”), a wholly-owned subsidiary of QYTG, was incorporated in PRC in 2016.

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

Shenzhen Hua Peng Fa Logistics Co., Ltd (“HPF”), a wholly-owned subsidiary of YX, was incorporated in the PRC in 2006. HPF is engaged in the provision of logistic services.

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

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

2.RESTATEMENT OF PREVIOUSLY ISSUED CONSOLIDATED FINANCIAL STATEMENTS

Subsequent to the issuance of the Company’s Form 10-Q for the period ended December 31, 2017, the Company determined that material adjustments were needed to correct certain accounting errors. Accordingly, the accompanying consolidated financial statements of the Company as of December 31, 2017 and March 31, 2017, and the related notes hereto, have been restated to correct these accounting errors (the “Restatement”). A summary of these accounting errors, and their effect on the Company’s consolidated financial statements is as follows:

1)The Company had historically presented certain related party balances as other receivables and payables in the Company’s consolidated balance sheet. However, subsequent to the issuance of the Company’s Form 10-Q for the period ended December 31, 2017, the Company determined that the correct presentation of these related party balances should be separately disclosed. Accordingly, the accompanying consolidated balance sheet as of December 31, 2017 and Note 7 have been restated to reclassify $225,029 and $3,700,572 to amount due from related parties and amount due to related parties, respectively.
   
 2)The Company had historically recognized incorrect amountsShenzhen Qianhai Yingxi Industrial Chain Services Co., Ltd (“YX”), a wholly-owned subsidiary of revenue and cost of revenueQYTG, was incorporated in its consolidated statement of operations due to inaccurate cut off. Subsequent to the issuance of the Form 10-K for the year ended March 31, 2017, the Company determined that revenue and cost of revenue on such cut off error were overstated. Accordingly, the accompanying consolidated financial statements for the three and nine months ended December 31, 2017 have been restated to reflect the correction of the proper recognition. The adjustments resultedPRC in a decrease in revenue of $nil and $662,471; a decrease in cost of revenue of $3,166 and $728,641; and an increase in gross profit of $4,378 and $66,170 for the three and nine months ended December 31, 2017, respectively.2016.
   
 3)The Company had presented incorrect unaudited balance sheets for comparative period asXin Kuai Jie Transport Co., Ltd (“XKJ”), a wholly-owned subsidiary of March 31, 2017,YX, was incorporated in the errors principally relate toPRC in 2001. XKJ is engaged in the recognitionprovision of incorrect amountslogistic services.
Shenzhen Hua Peng Fa Logistics Co., Ltd (“HPF”), a wholly-owned subsidiary of revenues and expenses. The incorrect amountYX, was subsequently adjusted andincorporated in the audited financial statements asPRC in 2006. HPF is engaged in the provision of March 31, 2017 werelogistic services.
Dongguan Heng Sheng Wei Garments Co., Ltd (“HSW”), a wholly-owned subsidiary of YX, was incorporated intoin the Company’s Form 10-KPRC in 2009. HSW is a garment manufacturer.
Shantou Chenghai Dai Tou Garments Co., Ltd (“DT”), a wholly-owned subsidiary of YX, was filed on July 16, 2017. Accordingly,incorporated in the accompanying consolidated financial statements as of March 31, 2017 have been restated for these adjustments.PRC in 2009. DT is a garment manufacturer.

2.BASIS OF PRESENTATION, LIQUIDITY

The effectaccompanying consolidated financial statements of these adjustmentsthe Company and its subsidiaries are prepared pursuant to the rules and regulations of the U.S. Securities and Exchanges Commission (“SEC”) and in conformity with generally accepted accounting principles in the U.S. (“US GAAP”). All material inter-company accounts and transactions have been eliminated in consolidation.

The accompanying consolidated financial statements are presented on the Company’s consolidated balance sheets asbasis that the Company is a going concern. The going concern assumption contemplates the realization of December 31, 2017assets and March 31, 2017,the satisfaction of liabilities in the normal course of business.

The Company incurred net loss of $544,977, $61,139, $569,586 and cash flows for$41,182, during the three months and nine months ended December 31, 2018 and 2017, is summarized below:respectively. As of December 31, 2018 and March 31, 2018, the Company had net current liability of $1,550,898 and $1,104,934, respectively, and a deficit on total equity of $1,550,898 and $1,104,934, respectively.

 

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

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

 

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

The Company expects to finance operations primarily through cash flow from revenue and capital contributions from 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.

 

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

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

 

3.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

(a)Basis of Presentation

The condensed consolidated financial statements of the Company and its subsidiaries are prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and include the accounts of the Company and its subsidiaries. All material inter-company accounts and transactions have been eliminated in consolidation.

(b)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.

 

(c)(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 and revenue and expenses are translated at the average yearly exchange rates and equity is translated at historical exchange rates. Any translation adjustments resulting are not included in determining net income but are included in foreign exchange adjustment to other comprehensive income, a component of equity.

 

(d)(c)Use of Estimates

 

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

(e)(d)Fair Value Measurement

 

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

 

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

 

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

 

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

 

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

 

At December 31, 2017,2018, the Company has no financial assets or liabilities subject to recurring fair value measurements.

 

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

(f)(e)Cash and Cash Equivalents

 

The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. The Company had no cash equivalents at December 31, 2017.2018 and March 31, 2018.

 

(g)(f)Accounts Receivable

 

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

 

Management performs ongoing credit evaluations, and the Company maintains an allowance for potential credit losses based upon its loss history and its aging analysis. The allowance for doubtful accounts is the Company’s best estimate of the amount of credit losses in existing accounts receivable. Management reviews the allowance for doubtful accounts each reporting period based on a detailed analysis of trade receivables. In the analysis, management primarily considers the age of the customer’s receivable, and also considers the creditworthiness of the customer, the economic conditions of the customer’s industry, general economic conditions and trends, and the business relationship and history with its customers, among other factors. If any of these factors change, the Company may also change its original estimates, which could impact the level of the Company’s future allowance for doubtful accounts. If judgments regarding the collectability of receivables wereare incorrect, adjustments to the allowance may be required, which would reduce profitability.

 

Accounts receivable are recognized and carried at the original invoice amount less an allowance for any uncollectible amounts. An estimate for doubtful accounts receivable is made when collection of the full amount is no longer probable. Bad debts are written off as incurred. No allowance for doubtful accounts was made for the three and nine months ended December 31, 2018 and 2017.

The following customers had an accounts receivable balance greater than 10% of total accounts receivable at December 31, 2017.2018 and March 31, 2018.

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

 

Customer A35%
Customer B11%
(h)(g)Inventories

 

Manufacturing segment inventories consist of raw materials, work in progress and finished goods and are stated at the lower of cost, determined on a weighted average basis, or net realizable value. Net realizable value is the estimated selling price in the ordinary course of business less the estimated cost of completion and the estimated costs necessary to make the sale. When inventories are sold, their carrying amount is charged to expense in the period in which the revenue is recognized. Write-downs for declines in net realizable value or for losses of inventories are recognized as an expense in the period the impairment or loss occurs. No allowance for obsolete finished goods was made for the three and nine months ended December 31, 2017.2018 and 2017, respectively.

 

During the three and nine months ended December 31, 2018 and 2017, approximately 76%, 51%, 62% and 57% of total inventory purchases were from the Company’s five largest suppliers, respectively. Management believes that should the Company lose any one of its major suppliers, other suppliers are available that could provide similar products to the Company on comparable terms.

 

(i)(h)Plant and Equipment

 

Plant and equipment are carried at cost less accumulated depreciation. Depreciation is provided over the assets’ estimated useful lives, using the straight-line method. Estimated useful lives of the plant and equipment are as follows:

 

Production plant  5-10 years 
Motor vehicles  10-15 years 
Office equipment  5-10 years 

 

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

 

(j)(i)Goodwill

 

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

 

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

 

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

 

In the fourth quarter of 2016, theThe Company tested goodwill for impairment as of March 31, 2018 and it was determined that goodwill was not impaired and nonethe recoverable amount of one of the Company’s reporting units with significantwas lower than the carrying amount of the goodwill recorded. Therefore it was at riskconcluded that the carrying amount of failing step onegoodwill of this goodwill impairment test.

$454,659 was impaired.

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

 

Long-lived assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of assets may not be recoverable. It is reasonably possible that these assets could become impaired as a result of technology or other industry changes. Determination of recoverability of assets to be held and used is by comparing the carrying amount of an asset to future net undiscounted cash flows to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.

 

There was no impairment of long-lived assets as of December 31, 2017.2018 and March 31, 2018.

 

(l)(k)Revenue Recognition

 

Revenue is generated through sale of goods and delivery services. Revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the 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.

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 manufacturing revenue from product sales, netas revenues the amount of value added taxes, upon delivery at which time title passesthe transaction price that is allocated to the customer provided that thererespective performance obligation when the performance obligation is satisfied or as it is satisfied. Generally, the Company’s performance obligations are no uncertainties regarding customer acceptance, persuasive evidence of an arrangement exists, the sales price is fixed and determinable and collectability is deemed probable. Service revenue is recognizedtransferred to customers at the time at thea point in time, when delivery is completed and the shipping terms of the contract have been satisfied.typically upon delivery.

 

CostFor all reporting periods, the Company has not disclosed the value of revenuesunsatisfied performance obligations for manufacturing segment includesall 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 direct raw material cost, direct labor cost, manufacturing overheads including depreciation of production equipment and rent. Cost of for service segment includes gasoline and diesel fuel, toll charges and subcontracting fees.adopted rules.

 

(m)(l)Earnings Per Share

 

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

 

The Company’s basic earnings per share is computed by dividing the net income available to holders by the weighted average number of the Company’s ordinarycommon stock shares outstanding. Diluted earnings per share reflects the amount of net income available to each ordinarycommon stock share outstanding during the period plus the number of additional shares that would have been outstanding if potentially dilutive securities had been issued. The Company had no potentially dilutive ordinarycommon stock shares outstanding as of December 31, 2017.2018 and March 31, 2018.

 

(n)(m)Income Taxes

 

The Company accounts for income taxes using the asset and liability method prescribed by ASC 740 “Income Taxes”. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the yearyears in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.

 

The Company does not have any material unrecognized tax benefits.

 

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

 

The Company’s policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. The Company does not have any accrued interest or penalties associated with any unrecognized tax benefits, nor was any interest expense recognized during the three and nine months ended December 31, 2018 and 2017. The Company’s effective tax rate differs from the PRC federal statutory rate primarily due to non-deductible expenses, temporary differences and preferential tax treatment.

 

New U.S. federal tax legislation, commonly referred to as the Tax Cuts and Jobs Act (the “U.S. Tax Reform”), was signed into law on December 22, 2017. The U.S. Tax Reform modified the U.S. Internal Revenue Code by, among other things, reducing the statutory U.S. federal corporate income tax rate from 35% to 21% for taxable years beginning after December 31, 2017; limiting and/or eliminating many business deductions; migrating the U.S. to a territorial tax system with a one-time transaction tax on a mandatory deemed repatriation of previously deferred foreign earnings of certain foreign subsidiaries; subject to certain limitations, generally eliminating U.S. corporate income tax on dividends from foreign subsidiaries; and providing for new taxes on certain foreign earnings. Taxpayers may elect to pay the one-time transition tax over eight years, or in a single lump-sum payment. The Company measured the current and deferred taxes based on the provisions of the Tax legislation. After the Company’s measurement, no deferred tax benefit nor expense relating to the U.S. Tax Act changesReform was needed for the periodthree and nine months ended December 31, 2017.2018.

(n)Related party balances and transactions

A related party is generally defined as:

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

(ii) the Company’s management,

(iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or

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

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

 

(o)Recently issued and adopted accounting pronouncements

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

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

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

 

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

The Company is in the process of reviewing revenue contracts across each revenue stream and continues to evaluate the impact the standard would have on each revenue stream. As a result of the Company’s evaluation performed to date, the Company does not believe the adoption of this new standard will have a material impact on the Company’s revenue recognition policy.

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

 

In February 2016, the FASB issued ASU 2016-02,“Lease (Topic 842)”, which amends recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases. Under the new guidance, lessees will be required to recognize a lease liability and a right-of-use asset for all leases (with the exception of short-term leases) at the commencement date. This standard will take effect for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company is currently assessing the impactadoption of this new standard does not have a material impact on itsthe Company’s consolidated financial statements.

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

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

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

 

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

 

4.BUSINESS ACQUISITION

 

On December 10, 2016, the Company entered into an equity transfer agreement relating to the acquisition of 100% of the equity of Yingxi Industrial Chain Investment Co., Ltd (“Yingxi HK”) and subsidiaries. The acquisition was financed with proceeds from the Company’s borrowings from a third party. The acquisition was closed on December 15, 2016. The results of operations of Yingxi HK are included in the Company’s consolidated financial statements beginning on December 15, 2016.

 

The following represents the purchase price allocation at the dates of the acquisition:

 

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

 

5.ACCOUNTS RECEIVABLES

 

The Company provides an allowance for doubtful accounts receivable. The receivables and allowance balances at December 31, 20172018 and March 31, 20172018 are as follows:

 

 December 31, 2017 March 31, 2017 
 (Restated) (Restated)  December 31, 2018 March 31, 2018 
Accounts receivable $4,626,213  $4,776,878  $1,887,702  $3,416,618 
Less: allowance for doubtful accounts  -   -   -   - 
Accounts receivable, net $4,626,213  $4,776,878  $1,887,702  $3,416,618 

 

No allowance for doubtful accounts was made for the periodthree and nine months ended December 31, 20172018 and year ended March 31, 2017.

6.OTHER RECEIVABLES

 

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

 

7.RELATED PARTY TRANSACTIONS

 

Name of Related Parties Relationship with the Company
Zhida Hong President, CEO, CFO and a director of the Company
Zhongpeng Chen A legal representative of HPF
Bihua Yang A legal representative of XKJ
Dewu Huang A legal representative of DT
Qiuying Chen A spouse of legal representative of DT
Yingping Ding A legal representative of HSW
Jinlong Huang A spouse of legal representative of HSW
Shenzhen Qianhai Bitun Investment Fund Management Co., Ltd.Ltd Huizhu Ma is a legal representative and principal shareholder, Huizhu Ma ceased to be the principal shareholder since November 2018
Shenzhen Bitun Textile Co., Ltd. Huizhu Ma is a legal representative and principal shareholder, Huizhu Ma ceased to be the principal shareholder since November 2018
Shenzhen Yingxi Investment & Development Co., Ltd. Sister of Huizhu Ma is a legal representative, Huizhu Ma ceased to be the principal shareholder since November 2018
Shenzhen BitunYihaoBitun Yihao Fund Partnership (Limited Partnership) Shenzhen Qianhai Bitun Investment Fund Management Co., Ltd.Ltd is a legal representative and principal shareholder, which is no longer related party since November 2018
Bitun Apparel (Shezhen)(Shenzhen) Co., Ltd.Ltd HuijunSister of Huizhu Ma is a legal representative, Huizhu Ma ceased to be the principal shareholder since November 2018
Huizhu Ma A director and principal shareholder of the Company’s principal shareholder, Huizhu Ma ceased to be the principal shareholder since November 2018
Xijuan Huang A spouse of legal representative of HPF

 

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

 

The Company had the following related party balances at the endas of the period/year:December 31, 2018 and March 31, 218

 

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

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

Payables for acquisition of subsidiaries December 31, 2017  March 31, 2017 
  (Restated)  (Restated) 
Bitun Apparel (Shenzhen) Co., Ltd. $                        -  $1,584,247 
Shenzhen Yingxi Investment & Development Co., Ltd.  -   1,440,224 
  $-  $3,024,471 
Amounts due from related parties December 31, 2018  March 31, 2018 
Dewu Huang $80,149  $- 
Shenzhen Bitun Textile Co., Ltd.  -   39,883 
Shenzhen Yingxi Investment & Development Co., Ltd.  -   162,543 
  $80,149  $202,426 

 

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

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

 

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

8.INVENTORIES

 

Inventories consist of the following as of December 31, 20172018 and March 31, 2017:2018:

 

 December 31, 2017 March 31, 2017 
      (Restated)  December 31, 2018 March 31, 2018 
Raw materials $354,921  $300,592  $256,128  $126,079 
Work in progress  -   40,330   30,821   113,150 
Finished goods  276,416   261,060   104,697   - 
Total  631,337   601,982   391,646   239,229 
Less: allowance for obsolete inventories  (165,748)  (156,540)  -   - 
Inventories, net $465,589  $445,442  $391,646  $239,229 

9.ADVANCES TO SUPPLIERS

 

The Company has made advances to third-party suppliers in advance of receiving inventory parts. These advances are generally made to expedite the delivery of required inventory when needed and to help to ensure priority and preferential pricing on such inventory. The amounts advanced to suppliers are fully refundable on demand.

 

10.PLANT AND EQUIPMENT

 

Plant and equipment consists of the following as of December 31, 20172018 and March 31, 2017:2018:

 

 December 31, 2017 March 31, 2017  December 31, 2018 March 31, 2018 
Production plant  150,013  $141,680  $141,892  $155,529 
Motor vehicles  901,697   877,015   1,006,932   944,539 
Office equipment  12,048   11,378   11,396   12,491 
  1,063,758   1,030,073   1,160,220   1,112,559 
Less: accumulated depreciation  (408,301)  (366,870)  (508,867)  (464,019)
Plant and equipment, net  655,457  $663,203  $651,353  $648,540 

 

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

 

11.BANK LOANS

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

12.INCOME TAXES

 

(a)Enterprise Income Tax (“EIT”)

 

The Company operates in the PRC and files tax returns in the PRC jurisdictions.

 

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

 

Yingxi HK was incorporated in Hong Kong and is subject to Hong Kong income tax at a tax rate of 16.5%. No provision for income taxes in Hong Kong has been made as Yingxi HK had no taxable income for the three and nine months ended December 31, 20172018 and 2016.2017.

QYTG and YX werewas incorporated in the PRC and is subject to the PRC federal statutory tax rate isof 25%. No provision for income taxes in the PRC has been made as QYTG and YX had no taxable income for the three and nine months ended December 31, 20172018 and 2016.2017.

 

The Company is governed by the Income Tax Laws of the PRC. Yingxi’s operating companies, QYTG, HSW, HPF and DT were subject to an EIT rate of 25% in 2017.calendar year of 2018. XKJ enjoyed the preferential tax benefits and its EIT rate was 15% in 2017.calendar year of 2018.

 

The Company’s parent entity, Addentax Group Corp.Company is ana U.S. entity and is subject to the United States federal income tax. No provision for income taxes in the United States has been made as Addentax Group Corp.the Company had no United States taxable income for the three and nine months ended December 31, 20172018 and 2016.2017.

 

No deferred taxes were recognized for the three and nine months ended December 31, 20172018 and 2016.2017.

 

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

 

 Three months ended December 31, Nine months ended December 31,  Three months ended Nine months ended 
 2017 2016 2017 2016  December 31, December 31, 
 (Restated)   (Restated)    2018 2017 2018 2017 
PRC statutory tax rate  25%  25%  25%  25%  25%  25%  25%  25%
Computed expected (benefits) expense $(13,791) $17,365  $(6,867) $17,365 
Computed expected expenses  (135,719)  (13,791)  (140,748)  (6,867)
Temporary differences and tax losses not recognized  19,767   3,586   26,034   3,586   137,821   19,767   147,339   26,034 
Preferential tax treatment  -   (7,760)  (5,454)  (7,760)  -   -   -   (5,454)
Income tax expense $5,976  $13,191  $13,713  $13,191  $2,102  $5,976  $6,591  $13,713 

 

(b)Value Added Tax (“VAT”)

 

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

 

For services, the applicable VAT rate is 11% under the relevant tax category for logistic company, except the branch of HPF enjoyed the preferential VAT rate of 3% in 2017.2018. The Company is required to pay the full amount of VAT calculated at the applicable VAT rate of the invoiced value of sales as required. A credit is available whereby VAT paid on gasoline and toll charges can be used to offset the VAT due on service income.

 

12.13.CONSOLIDATED SEGMENT DATA

 

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

 

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

 

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

 

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

 

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

 

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

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

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

 

Operating (loss) income Three months ended
December 31,
 Nine months ended
December 31,
 
 2017 2016 2017 2016  Three months ended Nine months ended 
 (Restated)   (Restated)    December 31, December 31, 
Operating income (loss) 2018 2017 2018 2017 
Manufacturing segment $(13,903) $10,125  $(6,027) $10,125  $(33,584) $(13,903) $(12,458) $(6,027)
Service segment  (12,059)  57,112   116,644   57,112   (255,499)  (12,059)  37,292   116,644 
Corporate and other  (36,405)  (452)  (143,707)  (452)  (255,934)  (36,405)  (606,961)  (143,707)
(Loss) income from operations $(62,367) $66,785  $(33,090) $66,785 
(Loss) from operations $(545,017) $(62,367) $(582,127) $(33,090)
Manufacturing segment  4,316   (2,600)  2,722   (2,600)  5   4,316   13,358   2,722 
Service segment  2,888   5,199   2,866   5,199   2,072   2,888   2,726   2,866 
Corporate and other  -   78   33   78   65   -   3,048   33 
(Loss) income before income tax $(55,163) $69,462  $(27,469) $69,462 
(Loss) before income tax $(542,875)  (55,163)  (562,995)  (27,469)
Income tax expense  (5,976)  (13,191)  (13,713)  (13,191)  (2,102)  (5,976)  (6,591)  (13,713)
Net (loss) income $(61,139) $56,271  $(41,182) $56,271 
Net (loss) $(544,977) $(61,139) $(569,586) $(41,182)

 

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

 

 Three months ended Nine months ended 
 December 31, December 31, 
Depreciation Three months ended
December 31,
 Nine months ended
December 31,
  2018 2017 2018 2017 
 2017 2016 2017 2016 
Manufacturing segment $8,121  $938  $23,745  $938   4,237   8,121   18,987   23,745 
Service segment  20,525   6,546   60,790   6,546   24,154   20,525   69,447   60,790 
 $28,646  $7,484  $84,535  $7,484  $28,391  $28,646  $88,434  $84,535 

 

Total assets by segment at December 31, 20172018 and March 31, 20172018 are as follows:

 

Total assets December 31, 2017 March 31, 2017  December 31, 2018 March 31, 2018 
  (Restated)   (Restated) 
Manufacturing segment $5,029,970  $5,328,211  $1,803,939  $3,775,765 
Service segment  4,585,243   3,099,276   2,338,491   3,391,945 
Corporate and other  364,297   120,031   117,975   350,400 
 $9,979,510  $8,547,518  $4,260,405  $7,518,111 

 

Goodwill by segment at December 31, 20172018 and March 31, 20172018 is as follows:

 

Goodwill December 31, 2017 March 31, 2017  December 31, 2018 March 31, 2018 
Manufacturing segment $475,003  $475,003  $475,003  $475,003 
Service segment  454,659   454,659   -   - 
 $929,662  $929,662  $475,003  $475,003 

 

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

13.14.ACCRUED EXPENSES AND OTHER PAYABLES

 

Accrued expenses and other payables consist of the following as of December 31, 20172018 and March 31, 2017:2018:

 

 December 31, 2017 March 31, 2017 
  (Restated)   (Restated)  December 31, 2018 March 31, 2018 
Loan from third parties (i) $861,433  $104,040  $-  $56,739 
Employee advances  882   987   558   1,073 
Accrued wages and welfare  97,697   91,441   80,290   66,972 
Value-added taxes (refundable) payable  11,556   - 
Other payables  20,003   2,815   175,851   61,071 
 $991,571  $199,283  $256,699  $185,855 

 

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

 

14. RESERVES

15.RESERVES

 

(a)Statutory reserve

 

In accordance with the relevant laws and regulations of the PRC, the subsidiary of the Company established in the PRC is required to transfer 10% of its profit after taxation prepared in accordance with the accounting regulations of the PRC to the statutory reserve until the reserve balance reaches 50% of the subsidiary’s paid-up capital. Such reserve may be used to offset accumulated losses or increase the registered capital of the subsidiary, subject to the approval from the PRC authorities, and are not available for dividend distribution to the shareholders. At December 31, 20172018 and March 31, 2017,2018, the paid-up statutory reserve was RMB148,418 or $21,539.

(b)Currency translation reserve

 

The currency translation reserve represents translation differences arising from translation of foreign currency financial statements into the Company’s functional currency.

 

15.16.COMMITMENTS AND CONTINGENCIES

 

Leases

 

During the year 2017, theThe Company leased offices in various cities in the PRC and leased the headquarter in Shenzhen, the PRC, under operating leases expiring on various dates through 2019.the Company’s year end of 2021. Rent expense for the three and ninesix months ended December 31,September 30, 2018 and 2017 was approximately $23,157, $77,664, $25,616 and $70,034, respectively.

 

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

 

2018  $7,678 
2019   30,710  $75,302 
2020   2,559   274,579 
2021  136,080 
  $40.947   485,961 

 

16.17.SUBSEQUENT EVENTS

 

In accordance with ASC 855,On January 24, 2019, the Company evaluated allBoard of its activity through the issue dateDirectors approved a reverse stock split of the financial statementsCompany’s issued and concluded that no other subsequent events have occurred that would require recognition or disclosure inoutstanding shares of common stock, par value $0.001 per share (the “Common Stock”), at a ratio of 1-for-20 (the “Reverse Stock Split”). As a result, the financial statements.

Forward-looking statements

Statements made in this Form 10-Q/A that are not historical or current facts are “forward-looking statements” made pursuant to the safe harbor provisionsnumber of Section 27Ashares of the Securities ActCompany’s authorized Common Stock will be reduced from 1,000,000,000 shares to 50,000,000 shares and Section 21Ethe issued and outstanding number of shares of the Exchange Act. These statements often canCompany’s Common Stock will be identified by the use of terms such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” “approximate” or “continue,” or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only ascorrespondingly decreased. The par value of the date made. Any forward-looking statements represent management’s best judgment asCompany’s Common Stock will be changed to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation to subsequently revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events, except as required by law.$0.02 per share.

Financial information contained in this report and in our financial statements is stated in United States dollars and is prepared in accordance with United States generally accepted accounting principles.

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

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

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

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

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

Where You Can Find Other Information

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

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

Forward Looking Statements

 

The following discussion and analysis of our financial condition and results of operations for the three and nine months ended December 31, 2017 should be read in conjunction with the Financial Statementsattached consolidated unaudited financial statements and corresponding notes thereto, and our consolidated audited financial statements and related notes for our fiscal year ended March 31, 2018 found in our Annual Report on Form 10-K (as amended). In addition to historical information, the following discussion contains forward-looking statements that involve risks, uncertainties and assumptions. Where possible, we have tried to identify these forward-looking statements by using words such as “anticipate,” “believe,” “intends,” or similar expressions. Our actual results could differ materially from those anticipated by the forward-looking statements due to important factors and risks including, but not limited to, those set forth in our Annual Report on Form 10-K (as amended), and amendments thereto.

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

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

Critical Accounting Policies and Estimates

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

Definitions:

Unless the context requires otherwise, references to the “Company,” “we,” “us,” “our,” “Addentax” and “Addentax Group Corp.” refer specifically to Addentax Group Corp. and its consolidated subsidiaries including Dongguan Heng Sheng Wei Garments Co., Ltd, which is wholly-owned; Shantou Chenghai Dai Tou Garments Co., Ltd, which is wholly-owned; Shenzhen Xin Kuai Jie Transportation Co., Ltd, which is wholly-owned; Shenzhen Hua Peng Fa Logistic Co., Ltd, which is wholly-owned; and ingxi Industrial Chain Group Co., Ltd., which is wholly-owned.

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

“Exchange Act” refers to the Securities Exchange Act of 1934, as amended;
“SEC” or the “Commission” refers to the United States Securities and Exchange Commission; and
“Securities Act” refers to the Securities Act of 1933, as amended.

This information should be read in conjunction with the interim unaudited financial statements and the notes thereto included in this Quarterly Report on Form 10-Q. Our discussion includes forward-looking10-Q, and the unaudited financial statements based upon current expectations that involve risks and uncertainties,notes thereto and Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K/A for the year ended March 31, 2018 (as amended).

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

Corporate History

Addentax Group Corp., was incorporated in the State of Nevada on October 28, 2014. We were originally incorporated to produce images on multiple surfaces, such as glass, leather, plastic, ceramic, textile, and others using a 3D sublimation vacuum heat transfer machine. We no longer pursue opportunities related to 3D printing positioning.

We have a fiscal year-end of March 31.

On July 12, 2016, we filed an amendment to our plans, objectives, expectations,articles of incorporation, which amendment was effectuated by our transfer agent on July 20, 2016. The certificate of amendment was filed in order to undertake a two for one forward stock split and intentions. Actual results and the timingincrease our authorized shares of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under the Risk Factors and Special Note Regarding Forward-Looking Statements incommon stock, par value $0.001 per share, to 150,000,000 shares, which forward stock split has been retroactively reflected throughout 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.Report.

OverviewCurrent Business

 

Our BusinessEffective December 28, 2016, the Company executed a Sale & Purchase Agreement (“S&P”) for the acquisition of 100% of the shares of Yingxi Industrial Chain Group Co., Ltd., a company incorporated under the laws of the Republic of Seychelles. Yingxi Industrial Chain Group Co., Ltd. (“YICG”) is currently a garment manufacturer. Intending to diversify its service portfolio, the Company plans to develop another branch of business: international supply chain management consulting service, which will focus exclusively on the textile & garments industry. The Company plans to assist clients to open textile and garment sales outlets throughout China. The Company will also provide assistance services in plan implementation. Pursuant to the S&P, which closed on September 25, 2017, the Company issued five hundred million (500,000,000) restricted common shares of the Company to the owners of Yingxi Industrial Chain Group Co., Ltd. in consideration for the acquisition of YICG.

 

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

 

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

 

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

Business Objectives

Garment Manufacturing Business

 

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

 

Logistic Business

 

The business objective and future plan for our logistic service segment is to establish an efficient logistic system and to build a nationwide delivery and courier network in China. As of December 31, 2017,2018, we provide logistic service to over 23 cities in approximately 20 provinces. We expect to opendevelop additional 20 logistic pointspoint in additional 10existing serving cities in the third and fourth quarter of 20172018 and improve company’s profit in the year of 2018.2019 fiscal year.

 

Seasonality of Business

 

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

 

Collection Policy

Garment manufacturing business

 

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

 

Logistic business

 

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

 

Economic UncertaintyFuture Business

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

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

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

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

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

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

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

The research will include:

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

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

 

Our business is dependent on consumer demandcompany’s service can be divided into three parts:

Consulting & Plan Design

There are four main services within this part:

Promotion Service

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

Operation Assistance Service

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

Logistics and International Trading Service

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

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

Financial Services

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

Plan implementation Assistance:

We have already built strategic cooperative relationships with over 40 textile and garments industry related entities. We are available to assist our clients to deal with various issues and problems.

Additional Services

Team Establishment:

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

7

Headhunting Services:

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

Follow-up Service:

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

Markets

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

Sufficiency of Cash Flows

Because current cash balances and our projected cash generated from operations are not sufficient to meet our cash needs for working capital and capital expenditures, management intends to seek additional equity or obtain additional credit facilities. However, we may be unable to raise additional capital upon terms acceptable to us. The sale of additional equity will result in additional dilution to our shareholders. A portion of our cash may be used to acquire or invest in complementary businesses or products and services. We believe thator to obtain the significant uncertaintyright to use complementary technologies. From time to time, in the economy in China has increased our clients’ sensitivity to the costordinary course of ourbusiness, we evaluate potential acquisitions of such businesses, products and services. We have experienced continued pricing pressure. If the economic environment becomes weak, the economic conditions could have a negative impact on our sales growth and operating margins, cash position and collection of accounts receivable. Additionally, business credit and liquidity have tightened in China. Some of our suppliers and customers may face credit issues and could experience cash flow problems and other financial hardships. These factors currently have not had an impact on the timeliness of receivable collections from our customers. We cannot predict at this time how this situation will develop and whether accounts receivable may need to be allowed for or written off in the coming quarters.

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

 

Summary of Critical Accounting Policies

 

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

 

Estimates and Assumptions

 

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

 

Revenue Recognition

 

We are generating our revenue from theRevenue is generated through sale of garments manufacturedgoods and delivery services. Revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the provisionconsideration that the Company expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of logisticthe 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.

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 to customers. We recognize our revenue, net of value-added taxes, upon customer acceptance, at such time title passesit transfers to the customer providedcustomer. 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 (i) thereis allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Generally, the Company’s performance obligations are no uncertainties regarding customer acceptance, (ii) persuasive evidencetransferred 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 arrangement exists, (iii)original expected length of one year or less, which is an optional exemption that is permitted under the sales price is fixed and determinable, and (iv) collectability is deemed probable.adopted rules.

 

Concentrations of Credit Risk

 

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

 

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

 

Recently issued and adopted accounting pronouncements

 

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

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

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

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

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

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

 

In February 2016, the FASB issued ASU 2016-02, “Lease“Lease (Topic 842)”, which amends recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases. Under the new guidance, lessees will be required to recognize a lease liability and a right-of-use asset for all leases (with the exception of short-term leases) at the commencement date. This standard will take effect for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. We are currently assessing the impactThe adoption of this new standard does not have a material impact on ourthe Company’s consolidated financial statements.position, results of operations or cash flows.

9

 

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

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

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

We reviewThe Company reviews new accounting standards as issued. We haveManagement has not identified any other new standards that we believeit believes will have a significant impact on ourthe Company’s consolidated financial statements.

 

Results of Operations for the three months ended December 31, 20172018 and 20162017

 

The following tables summarize our results of operations for the three months ended December 31, 20172018 and 2016.2017. The table and the discussion below should be read in conjunction with our condensed consolidated financial statements and the notes thereto appearing elsewhere in this report.

 

 Three Months Ended December 31, 2017 Increase (decrease) in  Three Months Ended December 31,  Increase (decrease) in 
 2017 2016 2017 compared to 2016  2018  2017  2018 compared to 2017 
 (In U.S. dollars, except for percentages)       (In U.S. dollars, except for percentages)      
Revenue $3,063,211   100.0% $2,413,505   100% $649,706   26.9% $2,541,803   100% $3,063,211   100% $(521,408)  (17.0%)
Cost of revenues  (2,702,415)  (88.2%)  (2,053,447)  (85.1%)  648,968   31.6%  (2,495,740)  (98.2%)  (2,702,415)  (88.2%)  (206,675)  (7.6%)
Gross profit  360,796   11.8%  360,058   14.9%  738   0.2%  46,063   1.8%  360,796   11.8%  (314,733)  (87.2%)
Operating expenses  (423,163)  (13.8%)  (293,273)  (12.1%)  129,890   44.3%  (591,080)  (23.2%)  (423,163)  (13.8%)  167,917   39.7%
(Loss) income from operations  (62,367)  (2.0%)  66,785   2.8%  (129,152)  (193.4%)
(Loss) from operation  (545,017)  (21.4%)  (62,367)  (2.0%)  482,650   773.9%
Other income, net  7,204   0.2%  2,677   0.1%  4,527   169.1%  2,142   0.0%  7,204   0.2%  (5,062)  (70.3%)
Income tax expense  (5,976)  (0.2%)  (13,191)  (0.5%)  7,215   54.7%  (2,102)  (0.0%)  (5,976)  (0.2%)  (3,874)  (64.8%)
Net (loss) income $(61,139)  (2.0%) $56,271   2.4% $(117,410)  (208.7%)
Net (loss) $(544,977)  21.4% $(61,139)  (2.0%) $483,838   791.4%

 

Revenue

 

Revenue generated from our garment manufacturing business contributed $731,310 or 28.8% of our total revenue for the three months ended December 31, 2018. Revenue generated from our garment manufacturing business contributed $717,618 or 23.4% of our total revenue for the three months ended December 31, 2017. The increase was due to we actively promote our business and attracted new customers.

Revenue generated from our garment manufacturinglogistic business contributed $1,670,662$1,810,493 or 69.2%71.2% of our total revenue for the three months ended December 31, 2016. The decrease was due to we partially closed our operations in 2017 to undergo business restructuring for reorganizing the operational and other structures of our garment manufacturing subsidiaries to increase profitability.

2018. Revenue generated from our logistic business contributed $2,345,593 or 76.6% of our total revenue for the three months ended December 31, 2017. Revenue generated from our logistic business contributed $742,843 or 30.8%The decrease was due to we are facing intense competition which has led to the decline of our totalshipping orders ..

Total revenue for the three months ended December 31, 2016. The increase2018 was due to revenue generated for the three months ended December 31, 2016 represents only one-month revenue since Yingxi Industrial Chain Group Co., Ltd (“Yingxi”) consolidated with the four business operating companies in the PRC through the acquisition of Yingxi Industrial Chain Investment Co., Ltd (“Yingxi HK”) in December 2016 (the “Acquisition transaction in 2016”).

Total revenues for the three months ended December 31, 2017 were $3,063,211,$2,541,803, a 26.9% increase17.0% decrease compared with the three months ended December 31, 2016. This increase was due to the operating companies in the PRC was being acquired and consolidated to the Company beginning December 2016.2017.

 

Cost of revenue

 

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

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

Cost of revenue for our manufacturing segment for the three months ended December 31, 2018 and 2017 was $662,107 and 2016 was $628,243, and $1,483,362, respectively, which includes direct raw material cost, direct labor cost, manufacturing overheads including depreciation of production equipment and rent. Cost of revenue for our service segment for the three months ended December 31, 2018 and 2017 was $2,074,172$1,833,633 and $570,085,$2,074,172, respectively, which includes gasoline and diesel fuel, toll charges and subcontracting fees.

 

For our garment manufacturing business, we purchase the majority of our raw materials directly from numerous local fabric and accessories suppliers. Aggregate purchases from our five largest raw material suppliers represented approximately 62%75.7% and 88%62% of raw materials purchases for the three months ended December 31, 2018 and 2017, respectively. Two and 2016, respectively. Three and fourthree suppliers provided more than 10% of our raw materials purchases for the three months ended December 31, 20172018 and 2016.2017. We have not experienced difficulty in obtaining raw materials essential to our business, and we believe we maintain good relationships with our suppliers.

 

For our logistic business, we outsource some of the business to our contractors. The Company relied on three subcontractors, in which the subcontracting fees to our largest contractor represented approximately 30.2% and 60% of total cost of revenues for our service segment for the three months ended December 31, 2017.2018 and 2017, respectively. We have not experienced any disputes with our subcontractor and we believe we maintain good relationships with our contract logistic service provider.

 

Raw material costs for our manufacturing business were 74.9%78.3% of our total manufacturing business revenue in the three months ended December 31, 2017,2018, compared with 82.4%74.9% in the three months ended December 31, 2016.2017. The decreaseincrease was mainly due to the purchase cost of themore rapid decrease in revenue than corresponding raw materials remained consistent, while the labor costs continued rising.material costs.

 

Labor costs for our manufacturing business were 7.8%8.5% of our total manufacturing business revenue in the three months ended December 31, 2017,2018, compared with 5.0%7.8% in the three months ended December 31, 2016.2017. The increase was mainly due to the rising wages in the PRC.

 

Overhead and other expenses for our manufacturing business accounted for 4.8%3.7% of our total manufacturing business revenue for the three months ended December 31, 2017,2018, compared with 1.4%4.8% of total manufacturing business revenue for the three months ended December 31, 2016.2017.

 

Fuel and toll costs for our service business for the three months ended December 31, 20172018 were $1,748,002$862,457 compared with $387,034$1,748,002 for the three months ended December 31, 2016.2017. Fuel and toll costs for our service business accounted for 74.5%47.6% of our total service revenue for the three months ended December 31, 2017,2018, compared with 52.1%74.5% for the three months ended December 31, 2016.2017. The increasedecrease was primarily attributable to the Acquisition transactiondecrease in 2016.logistics revenue. Also, we subcontracted more shipping orders to subcontractors in 2018 due to the increase in shipping orders with the destination that were not covered by the Company’s own delivery and transportation networks.

 

Subcontracting fees for our service business for the three months ended December 31, 20172018 increased 78.2%197.8% to $326,170$971,176 from $183,051$326,170 for the three months ended December 31, 2016.2017. Subcontracting fees accounted for 13.9%53.6% and 24.6%13.9% of our total service business revenue in the three months ended December 31, 20172018 and 2016,2017, respectively. This increase was primarily attributable to we subcontracted more shipping orders to subcontractors in 2018 due to the Acquisition transactionincrease in 2016.shipping orders with the destination that were not covered by the Company’s own delivery and transportation networks.

 

Total cost of revenue for the three months ended December 31, 20172018 was $2,702,415,$2,495,740, a 31.6% increase7.6% decrease from $2,053,447$2,702,415 for the three months ended December 31, 2016.2017. Total cost of sales as a percentage of total sales for the three months ended December 31, 20172018 was 88.2%98.2%, compared with 85.1%88.2% for the three months ended December 31, 2016.2017. Gross margin for the three months ended December 31, 20172018 was 11.8%1.8% compared with 14.9%11.8% for the three months ended December 31, 2016.2017.

Gross profit

 

 Three Months Ended December 31, 2017 Increase (decrease) in  Three Months Ended December 31,  Increase (decrease) in 
 2017 2016 2017 compared to 2016  2018  2017  2018 compared to 2017 
 (In U.S. dollars, except for percentages)       (In U.S. dollars, except for percentages)      
Gross profit (loss) $360,796   100% $360,058   100%  738   0.2%
Gross profit $46,063   100% $360,796   100%  (314,733)  87.2%
Operating expenses:                                                
Selling expenses  (4,106)  (1.1%)  (736)  (2.0%)  3,370   457.9%  (4,770)  (10.4%)  (4,106)  (1.1%)  664   16.2%
General and administrative expenses  (419,057)  (116.2%)  (292,537)  (81.3%)  126,520   43.2%  (586,310)  (1272.8%)  (419,047)  (116.2%)  167,263   39.9%
Total $(423,163)  (117.3%) $(293,273)  (81.5%)  129,890   47.5% $(591,080)  (1283.2%) $(423,163)  (117.3%)  167,917   39.7%
(Loss) income from operations $(62,367)  (17.3%) $66,785   18.5%  (129,152)  (193.4%)
(Loss) from operations $(545,017)  (1183.2%) $(62,367)  (17.3%)  482,650   773.9%

Manufacturing business gross profit for the three months ended December 31, 20172018 was $89,375$69,203 compared with $187,300$89,375 for the three months ended December 31, 2016.2017. Gross profit accounted for 12.5%9.5% of our total manufacturing business revenue for the three months ended December 31, 2017,2018, compared with 11.2%12.5% for the three months ended December 31, 2016.2017. The decrease in gross margin was due to we provided sales rebate on one customer’s order resulting from the claim on the delayed shipment.

 

Gross (loss) in our service business for the three months ended December 31, 2018 was ($23,140) and gross (loss) margin was (1.3%). Gross profit in our service business for the three months ended December 31, 2017 was $271,421 and gross margin was 11.6%. Gross profitThe decrease in our service business for the three months ended December 31, 2016 was $172,758 and gross margin was 23.3%. The decrease was derived fromdue to one of our customers requested certain changes on the new opened logistic points in 2017, these logistic points have a lower gross margin as we provide lower service feeshipping arrangement that our cost had significant increased to attract new business.fulfil our customer.

 

Selling, General and administrative expenses

 

Our selling expenses in our manufacturing segment for the three months ended December 31, 2018 and 2017 were $4,770 and 2016 was $4,106, and $736, respectively. Our selling expenses in our service segment for the three months ended December 31, 2018 and 2017 waswere $nil and $nil, respectively. Selling expenses consist primarily of local transportation, unloading charges and product inspection charges.

 

Our general and administrative expenses in our manufacturing segment for the three months ended December 31, 2018 and 2017 were $98,017 and 2016 was $99,172, and $176,890, respectively. Our general and administrative expenses in our service segment, for the three months ended December 31, 2018 and 2017 were $232,359 and 2016 was $283,480, and $115,647, respectively. Our general and administrative expenses in our corporate and other segment for the three months ended December 31, 2018 and 2017 were $255,934 and 2016 was $36,405, and $nil, respectively. General and administrative expenses consist primarily of administrative salaries, office expense, certain depreciation and amortization charges, repairs and maintenance, legal and professional fees, warehousing costs and other expenses that are not directly attributable to our revenues.

 

Selling expenses for the three months ended December 31, 2017 increased 457.9%2018 decreased 16.2% to $4,106$4,770 from $736$4,106 for the three months ended December 31, 2016.2017.

 

General and administrative expenses for the three months ended December 31, 20172018 increased 43.2%39.9% to $419,057$586,310 from $292,537$419,057 for the three months ended December 31, 2016.2017. The increase was mainly due to the Acquisition transactionincreased in 2016, offsetlegal and professional fees to comply with the decrease in expenses as a result of cost cutting policy applied in 2017 including streamlining operating processSEC accounting, disclosure and laying off redundant employees.reporting requirements

 

Income (Loss) from operations

 

We had a loss(Loss) from operations for the three months ended December 31, 2018 and 2017 of $62,367, compared to income from operations for the three months ended December 31, 2016 of $66,785.was ($545,017) and ($62,367), respectively. (Loss) income from operations of ($13,903)33,584) and $10,125($13,903) was attributed from our manufacturing segment for the three months ended December 31, 20172018 and 2016,2017, respectively. (Loss) income from operations of ($12,059)255,499) and $57,112($12,059) was attributed from our service segment for the three months ended December 31, 20172018 and 2016,2017, respectively. We incurred a loss(loss) from operations in corporate segment of $36,405($255,934) and $452($36,405) for the three months ended December 31, 20172018 and 2016,2017, respectively. The loss from our corporate segment was mainly due to the increased in legal and professional fee in connectionfees to comply with the reverse merger transactions incurred in 2017.SEC accounting, disclosure and reporting requirements

Income Tax Expenses

 

Income tax expense for the three months ended December 31, 2018 and 2017 was $2,102 and 2016 was $5,976, and $13,191, respectively, a 54.7%64.8% decrease compared to the same period of 2016.2017. The Company operates in the PRC and files tax returns in the PRC jurisdictions.

 

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

 

Yingxi HK was incorporated in Hong Kong and is subject to Hong Kong income tax at a tax rate of 16.5%. No provision for income taxes in Hong Kong has been made as Yingxi HK had no taxable income for the three months ended December 31, 20172018 and 2016.2017.

 

QYTG and YX were incorporated in the PRC and isare subject to the PRC statutory tax rate isof 25%. No provision for income taxes in the PRC has been made as QYTG and YX had no taxable income for the three months ended December 31, 20172018 and 2016.2017.

 

The Company is governed by the Income Tax Laws of the PRC. Yingxi’s operating companies, HSW, HPF and DT were subject to an EIT rate of 25% in calendar year of 2018 and 2017. XKJ enjoyed the preferential tax benefits and its EIT rate was 15% in calendar year of 2018 and 2017.

 

The Company’s parent entity, Addentax Group Corp.Company is an U.S.a U.S entity and is subject to the United States federal income tax. No provision for income taxes in the United States has been made as Addentax Group Corp. had no United States taxable income for the three months ended December 31, 20172018 and 2016.2017.

 

Net IncomeLoss

 

We incurred a net income (loss) of ($61,139)544,977) and $56,271($61,139) for the three months ended December 31, 20172018 and 2016,2017, respectively. Our basic and diluted earnings per share were $0.00$0.0 and $0.00$0.0 for the three months ended December 31, 2018 and 2017, respectively.

24

 

Results of Operations for the nine months ended December 31, 20172018 and 20162017

 

The following tables summarize our results of operations for the nine months ended December 31, 20172018 and 2016.2017. The table and the discussion below should be read in conjunction with our condensed consolidated financial statements and the notes thereto appearing elsewhere in this report.

 

 Nine Months Ended December 31, 2017 Increase (decrease) in  Nine Months Ended December 31,  Increase (decrease) in 
 2017 2016 2017 compared to 2016  2018  2017  2018 compared to 2017 
 (In U.S. dollars, except for percentages)       (In U.S. dollars, except for percentages)      
Revenue $10,677,416   100.0% $2,413,505   100% $8,263,911   342.4% $8,108,408   100% $10,677,416   100.0% $(2,569,008)  (24.1%)
Cost of revenues  (9,472,377)  (88.7%)  (2,053,447)  (85.1%)  7,418,930   361.3%  (7,086,149)  (87.4%)  (9,472,377)  (88.7%)  (2,386,228)  (25.2%)
Gross profit  1,205,039   11.3%  360,058   14.9%  844,981   234.7%  1,022,259   12.6%  1,205,039   11.3%  (182,780)  (15.2%)
Operating expenses  (1,238,129)  (11.6%)  (293,273)  (12.1%)  944,856   322.2%  (1,604,386)  (19.8%)  (1,238,129)  (11.6%)  366,257   29.6%
Loss (income) from operations  (33,090)  (0.3%)  66,785   2.8%  (99,875)  (149.5%)
(Loss) from operation  (582,127)  (7.2%)  (33,090)  (0.3%)  549,037   1659.2%
Other income, net  5,621   0.0%  2,677   0.1%  2,944   110.0%  19,132   0.2%  5,621   (0.0%)  13,511   240.4%
Income tax expense  (13,713)  (0.1%)  (13,191)  (0.5%)  522   4.0%  (6,591)  (0.0%)  (13,713)  (0.1%)  (7,122)  (51.9%)
Net income(loss) $(41,182)  (0.4%) $56,271   2.4% $(97,453)  (173.2%)
Net (loss) $(569,586)  (7.0%) $(41,182)  (0.4%) $528,404   (1283.1%)

 

Revenue

 

Revenue generated from our garment manufacturing business contributed $2,760,966 or 34.1% of our total revenue for the nine months ended December 31, 2018. Revenue generated from our garment manufacturing business contributed $3,779,595 or 35.4% of our total revenue for the nine months ended December 31, 2017. The decrease was due to we terminated business with certain customers with low profit margin during the nine months ended December 31, 2018. We have begun to implement control on reviewing and monitoring profit margin with each customer to increase profitability.

Revenue generated from our garment manufacturinglogistic business contributed $1,670,662$5,347,442 or 69.2%65.9% of our total revenue for the nine months ended December 31, 2016. An increase of 126.2% was due to the Acquisition transaction in 2016, offset by the decrease resulting from our operations was partially closed in 2017 to undergo business restructuring for reorganizing the operational and other structures of our garment manufacturing subsidiaries to increase profitability.

2018. Revenue generated from our logistic business contributed $6,897,821 or 64.6% of our total revenue for the nine months ended December 31, 2017. Revenue generated from our logisticThe decrease was due to that we terminated business contributed $742,843 or 30.8% of our total revenue forwith certain customers with low profit margin during the nine months ended December 31, 2016. The2018. We have begun to implement control on reviewing and monitoring profit margin with each customer to increase was due to revenue generated for the three months ended December 31, 2016 represents only one-month revenue since Yingxi Industrial Chain Group Co., Ltd (“Yingxi”) consolidated with the four business operating companies in the PRC through the acquisition of Yingxi Industrial Chain Investment Co., Ltd (“Yingxi HK”) in December 2016 (the “Acquisition transaction in 2016”).profitability.

 

Total revenue for the nine months ended December 31, 2017 were $10,677,416,2018 was $8,108,408, a 342.4% increase24.1% decrease compared with the nine months ended December 31, 2016. This increase2017. The decrease was due to the operating companies infact that we terminated business with certain customers with low profit margin during the PRC was being acquirednine months ended December 31, 2018. We have begun to implement control on reviewing and consolidatedmonitoring profit margin with each customer to the Company beginning December 2016.increase profitability.

Cost of revenue

 

 Nine Months Ended December 31, 2017 Increase (decrease) in  Nine Months Ended December 31,  Increase (decrease) in 
 2017 2016 2017 compared to 2016  2018  2017  2018 compared to 2017 
 (In U.S. dollars, except for percentages)       (In U.S. dollars, except for percentages)      
Net revenue for garment manufacturing $3,779,595   100.0% $1,670,662   100% $2,108,933   126.2% $2,760,966   100% $3,779,595   100.0% $(1,018,629)  (27.0%)
Raw materials  2,957,368   78.2%  1,378,051   82.4%          2,220,433   80.4%  2,957,368   78.2%        
Labor  410,562   10.9%  82,115   5.0%          243,710   8.8%  410,562   10.9%        
Other and Overhead  159,834   4.2%  23,196   1.4%          57,286   2.1%  159,834   4.2%        
Total cost of revenue for garment manufacturing  3,527,764   93.3%  1,483,362   88.8%  2,044,402   137.8%  2,521,429   91.3%  3,527,764   93.3%  (1,006,335)  (28.5%)
Gross profit for garment manufacturing  251,831   6.7%  187,300   11.2%  64,531   34.5%  239,537   8.7%  251,831   6.7%  (12,294)  (4.9%)
Net revenue for logistic service  6,897,821   100.0%  742,843   100%  6,154,978   828.6%  5,347,442   100%  6,897,821   100.0%  (1,550,379)  (22.5%)
Fuel and toll  4,835,293   70.1%  387,034   52.1%          2,089,404   39.1%  4,835,293   70.1%        
Subcontracting fees  1,109,320   16.1%  183,051   24.6%          2,475,316   46.3%  1,109,320   16.1%        
Total cost of revenue for logistic service  5,944,613   86.2%  570,085   76.7%  5,374,528   942.8%  4,564,720   85.4%  5,944,613   86.2%  (1,379,893)  (23.2%)
Gross Profit for logistic service  953,208   13.8%  172,758   23.3%  780,450   451.8%  782,722   14.6%  953,208   13.8%  (170,486)  (17.9%)
Total cost of revenue $9,472,377   88.7% $2,053,447   85.1% $7,418,930   361.3% $7,086,149   87.4% $9,472,377   88.7% $(2,386,228)  (25.2%)
Gross profit $1,205,039   11.3% $360,058   14.9% $844,981   234.7% $1,022,259   12.6% $1,205,039   11.3% $(182,780)  (15.2%)

 

Cost of revenue for our manufacturing segment for the nine months ended December 31, 2018 and 2017 was $2,521,429 and 2016 was $3,527,764, and $1,483,362, respectively, which includes direct raw material cost, direct labor cost, manufacturing overheads including depreciation of production equipment and rent. Cost of revenue for our service segment for the nine months ended December 31, 2018 and 2017 was $5,944,613$4,564,720 and $570,085,$5,944,613, respectively, which includes gasoline and diesel fuel, toll charges and subcontracting fees.

 

For our garment manufacturing business, we purchase the majority of our raw materials directly from numerous local fabric and accessories suppliers. Aggregate purchases from our five largest raw material suppliers represented approximately 57%51.4% and 88%57% of raw materials purchases for the nine months ended December 31, 2018 and 2017, respectively. One and 2016, respectively. Three and fourthree suppliers provided more than 10% of our raw materials purchases for the nine months ended December 31, 20172018 and 2016.2017. We have not experienced difficulty in obtaining raw materials essential to our business, and we believe we maintain good relationships with our suppliers.

 

For our logistic business, we outsource some of the business to our contractors. The Company relied on three subcontractors, in which the subcontracting fees to our largest contractor represented approximately 15.19% and 60% of total cost of revenues for our service segment for the nine months ended December 31, 2017.2018 and 2017, respectively. We have not experienced any disputes with our subcontractor and we believe we maintain good relationships with our contract logistic service provider.

 

Raw material costs for our manufacturing business were 78.2%80.4% of our total manufacturing business revenue in the nine months ended December 31, 2017,2018, compared with 82.4%78.2% in the nine months ended December 31, 2016.

2017. The increase was mainly due to the increase in raw materials price.

Labor costs for our manufacturing business were 10.9%8.8% of our total manufacturing business revenue in the nine months ended December 31, 2017,2018, compared with 5.0%10.9% in the nine months ended December 31, 2016.2017. The increasedecrease was mainlyprimarily due to the rising wages in the PRC.decrease of revenue.

 

Overhead and other expenses for our manufacturing business accounted for 4.2%2.1% of our total manufacturing business revenue for the nine months ended December 31, 2017,2018, compared with 1.4%4.2% of total manufacturing business revenue for the nine months ended December 31, 2016.2017. The decrease was primarily due to the decrease of revenue.

 

Fuel and toll costs for our service business for the nine months ended December 31, 20172018 were $4,835,293$2,089,404 compared with $387,034$4,835,293 for the nine months ended December 31, 2016.2017. Fuel and toll costs for our service business accounted for 70.1%39.1% of our total service revenue for the nine months ended December 31, 2017,2018, compared with 52.1%70.1% for the nine months ended December 31, 2016.2017. The increasedecrease was primarily attributable to we subcontracted more shipping orders to subcontractors in 2018 due to the Acquisition transactionincrease in 2016.shipping orders with the destination that were not covered by the Company’s own delivery and transportation networks.

Subcontracting fees for our service business for the nine months ended December 31, 20172018 increased 506.0%123.1% to $1,109,320$2,475,316 from $183,051$1,109,320 for the nine months ended December 31, 2016.2017. Subcontracting fees accounted for 16.1%46.3% and 24.6%16.1% of our total service business revenue in the nine months ended December 31, 20172018 and 2016,2017, respectively. This increase was primarily attributable to we subcontracted more shipping orders to subcontractors in 2018 due to the Acquisition transactionincrease in 2016.shipping orders with the destination that were not covered by the Company’s own delivery and transportation networks.

 

Total cost of revenue for the nine months ended December 31, 20172018 was $9,472,377,$7,086,149, a 361.3% increase25.2% decrease from $2,053,447$9,472,377 for the nine months ended December 31, 2016.2017. Total cost of sales as a percentage of total sales for the nine months ended December 31, 20172018 was 88.7%87.4%, compared with 85.1%88.7% for the nine months ended December 31, 2016.2017. Gross margin for the nine months ended December 31, 20172018 was 11.3%12.6% compared with 14.9%11.3% for the nine months ended December 31, 2016.2017.

 

Gross profit

 

 Nine Months Ended December 31, 2017 Increase (decrease) in  Nine Months Ended December 31,  Increase (decrease) in 
 2017 2016 2017 compared to 2016  2018  2017  2018 compared to 2017 
 (In U.S. dollars, except for percentages)       (In U.S. dollars, except for percentages)      
Gross profit $1,205,039   100% $360,058   100%  844,981   234.7% $1,022,259   100% $1,205,039   100%  (182,780)  (15.2%)
Operating expenses:                                                
Selling expenses  (21,643)  (1.8%)  (736)  (2.0%)  20,907   2,840.6%  (14,480)  (1.4%)  (21,643)  (1.8%)  (7,163)  (33.1%)
General and administrative expenses  (1,216,487)  (101.0%)  (292,537)  (81.3%)  923,950   315.8%  (1,589,906)  (155.5%)  (1,216,487)  (101.0%)  373,419   30.7%
Total $(1,238,129)  (102.8%) $(293,273)  (81.5%)  944,856   322.2% $(1,604,386)  (156.9%) $(1,238,129)  (102.8%)  366,257   29.6%
(Loss) income from operations $(33,090)  (2.8%) $66,785   18.5%  (99,875)  (149.5%)
(Loss) from operations $(582,127)  (56.9%) $(33,090)  (2.8%)  549,037   1659.2%

Manufacturing business gross profit for the nine months ended December 31, 20172018 was $251,831$239,537 compared with $187,300$251,831 for the nine months ended December 31, 2016.2017. Gross profit accounted for 6.7%8.7% of our total manufacturing business revenue for the nine months ended December 31, 2017,2018, compared with 11.2%6.7% for the threenine months ended December 31, 2016.2017.

 

Gross profit in our service business for the nine months ended December 31, 2018 was $782,722 and gross margin was 14.6%. Gross profit in our service business for the nine months ended December 31, 2017 was $953,208 and gross margin was 13.8%. Gross profit

The increase in gross margin was due to the implementation of cost-cutting measures and the effective control on our service business forcosts to increase profitability during the nine months ended December 31, 2016 was $172,758 and gross margin was 23.3%. The decrease was a result of the new opened logistic points in 2017, these logistic points have a lower gross margin as we provide lower service fee to attract new business.2018.

 

Selling, General and administrative expenses

 

Our selling expenses in our manufacturing segment for the nine months ended December 31, 2018 and 2017 were $14,480 and 2016 was $21,643, and $736, respectively. Our selling expenses in our service segment for the nine months ended December 31, 2018 and 2017 waswere $nil and $nil, respectively. Selling expenses consist primarily of local transportation, unloading charges and product inspection charges.

Our general and administrative expenses in our manufacturing segment for the nine months ended December 31, 2018 and 2017 were $237,514 and 2016 was $295,324, and $176,891, respectively. Our general and administrative expenses in our service segment, for the nine months ended December 31, 2018 and 2017 were $745,431 and 2016 was $803,721, and 115,647, respectively. Our general and administrative expenses in our corporate and other segment for the nine months ended December 31, 2018 and 2017 were $606,961 and 2016 was $117,441, and $nil, respectively. General and administrative expenses consist primarily of administrative salaries, office expense, certain depreciation and amortization charges, repairs and maintenance, legal and professional fees, warehousing costs and other expenses that are not directly attributable to our revenues.

 

Selling expenses for the nine months ended December 31, 2017 increased 2,840.6%2018 decreased 33.1% to $21,643$14,480 from $736$21,643 for the nine months ended December 31, 2016.2017.

 

General and administrative expenses for the nine months ended December 31, 20172018 increased 315.8%30.7% to $1,216,487$1,589,906 from $292,537$1,216,487 for the nine months ended December 31, 2016.2017. The increase was mainly due to the Acquisition transactionincreased in 2016, offsetlegal and professional fees to comply with the decrease in expenses as a result of cost cutting policy applied in 2017 including streamlining operating processSEC accounting, disclosure and laying off redundant employees.reporting requirements

Income (loss) from operations

 

(Loss) income from operations for the nine months ended December 31, 20172018 and 20162017 was ($33,090)582,127) and $66,785,($33,090), respectively. (Loss) income from operations of ($6,027)12,458) and $10,125($6,027) was attributed from our manufacturing segment for the nine months ended December 31, 20172018 and 2016,2017, respectively. Income from operations of $116,644$37,292 and $57,112$116,644 was attributed from our service segment for the nine months ended December 31, 20172018 and 2016,2017, respectively. We incurred a loss(loss) from operations in corporate segment of $143,707($606,961) and $452($143,707) for the nine months ended December 31, 20172018 and 2016,2017, respectively. The loss from our corporate segment was mainly due to the increased in legal and professional fees in connectionto comply with the reverse merger transactions incurred in 2017.SEC accounting, disclosure and reporting requirements

 

Income Tax Expenses

 

Income tax expense for the nine months ended December 31, 2018 and 2017 was $6,591 and 2016 was $13,713, and $13,191, respectively. A 4.0% increaserespectively, a 51.9% decrease compared to the same period of 2016.2017. The Company operates in the PRC and files tax returns in the PRC jurisdictions.

 

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

 

Yingxi HK was incorporated in Hong Kong and is subject to Hong Kong income tax at a tax rate of 16.5%. No provision for income taxes in Hong Kong has been made as Yingxi HK had no taxable income for the nine months ended December 31, 20172018 and 2016.2017.

 

QYTG and YX were incorporated in the PRC and isare subject to the PRC federal statutory tax rate isof 25%. No provision for income taxes in the PRC has been made as QYTG and YX had no taxable income for the nine months ended December 31, 20172018 and 2016.2017.

 

The Company is governed by the Income Tax Laws of the PRC. Yingxi’s operating companies, HSW, HPF and DT were subject to an EIT rate of 25% in calendar year of 2018 and 2017. XKJ enjoyed the preferential tax benefits and its EIT rate was 15% in calendar year of 2018 and 2017.

 

The Company’s parent entity, Addentax Group Corp.Company is an U.S.a U.S entity and is subject to the United States federal income tax. No provision for income taxes in the United States has been made as Addentax Group Corp. had no United States taxable income for the nine months ended December 31, 20172018 and 2016.2017.

 

Net Incomeloss

 

We incurred a net (loss) income of ($41,182)569,586) and $56,271($41,182) for the nine months ended December 31, 20172018 and 2016,2017, respectively. Our basic and diluted earnings per share were $0.00$0.0 and $0.00$0.0 for the nine months ended December 31, 2018 and 2017, respectively.

16

 

Summary of cash flows

 

Summary cash flows information for the nine months ended December 31, 20172018 and 20162017 is as follow:

 

  2017  2016 
  (In U.S. dollars) 
Net cash provided by (used in) operating activities $756,510  $(290,521)
Net cash used in investing activities $(3,102,539) $227,711 
Net cash provided by financing activities $2,310,965  $292,650 
  2018  2017 
  (In U.S. dollars) 
Net cash provided by operating activities $1,083,074  $756,510 
Net cash used in investing activities $(91,246) $(3,102,539)
Net cash (used in) provided by financing activities $(887,410) $2,310,965 

Net cash provided byused in operating activities consistedconsist of net loss of $41,182,($569,586), increased by depreciation of $84,535,$88,434, and increased by increase in change of operating assets and liabilities of $713,157.$1,564,226. We will improve our operating cash flow by closely monitoring the timely collection of accounts and other receivables. We generally do not hold any significant inventory for more than ninety days, as we typically manufacture upon receipt of customers’ order.orders.

 

Net cash used in investing activities consistedconsist of payment for acquisition of subsidiaries of $3,025,751 and purchase of plant and equipment of $76,788.$91,246.

 

Net cash provided by financing activities consistedconsist of repayment of third party borrowings of $3,507,077 and we received third party proceeds of $3,596,628; and repayment of related party borrowings of $2,770,201$5,388,040 and we received related party proceeds of $4,778,063. Additionally, we repaid third party borrowings of $525,978$4,251,157; and we received third party proceeds from bank borrowings of $829,081.$159,922.

 

Financial Condition, Liquidity and Capital Resources

 

As of December 31, 2017,2018, we had cash on hand of $146,365,$356,969, total current assets of $8,394,391$3,134,049 and current liabilities of $10,364,081.$5,811,303. We presently finance our operations primarily from cash flows from borrowings from related parties and third parties. We aim to improve our operating cash flows and anticipate that cash flows from our operations and borrowings from related parties and third parties will continue to be our primary source of funds to finance our short-term cash needs.

 

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

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

We have very limited financial resources. We will need to raise substantial additional capital to support the on-going operation and increased market penetration of our services, until such time as we generate revenues sufficient to support our operations, if ever. Our failure to obtain additional capital to finance our working capital needs on acceptable terms, or at all, will negatively impact our business, financial condition and liquidity. As of December 31, 2018, we had $5,811,303 of current liabilities. We currently do not have the resources to satisfy these obligations, and our inability to do so could have a material adverse effect on our business, our ability to continue as a going concern, and the value of our securities.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements (as that term is defined in Item 303(a)(4)(ii) of Regulation S-K) as of December 31, 2018 that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Item 3.Quantitative and Qualitative Disclosures About Market Risk

Foreign Currency Translation Risk

 

Our operations are located in the China, which may give rise to significant foreign currency risks from fluctuations and the degree of volatility in foreign exchange rates between the U.S. dollar and the Chinese Renminbi (“RMB”RMB). All of our sales are in RMB. In the past years, RMB continued to appreciate against the U.S. dollar. As of December 31, 2017,2018, the market foreign exchange rate had increased to RMB 6.656.878 to one U.S. dollar. Our financial statements are translated into U.S. dollars using the closing rate method. The balance sheet items are translated into U.S. dollars using the exchange rates at the respective balance sheet dates. The capital and various reserves are translated at historical exchange rates prevailing at the time of the transactions while income and expensesexpense items are translated at the average exchange rate for the period. All translation adjustments are included in accumulated other comprehensive income in the statement of equity. The foreign currency translation loss for the three and nine months ended December 31, 2017 was $29,568 and $99,407, respectively.

Off-Balance Sheet Arrangements

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

Item 4.Controls and Procedures

 

Disclosure Controls and Procedures

 

We maintainThe Company maintains a set of disclosure controls and procedures as(as defined in RuleRules 13a-15(e) promulgated underand 15d-15(e) of the Exchange Act, that areAct) designed to ensure that information required to be disclosed by usthe Company in the reports that we fileit files or submitsubmits under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’sSEC’s rules and forms and that such information is accumulated and communicated to ourthe Company’s management, including ourthe Chief Executive Officer (principal executive officer and principal financial/accounting officer),Chief Financial Officer, to allow timely decisions regarding required disclosure. In accordance with Rule 13a-15(b) of the Exchange Act, as appropriateof the end of the period covered by this report, an evaluation was carried out under the supervision and with the participation of the Company’s management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of its disclosure controls and procedures. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures, as of December 31, 2018, the end of the period covered by this Quarterly Report on Form 10-Q, were not effective to provide reasonable assurance that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to the Company’s management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

 

We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer (principal executive officer and principal financial/accounting officer), of the effectiveness of our disclosure controls and procedures asChanges in Internal Control over Financial Reporting

As of December 31, 2017. Based2018, there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on the evaluationEffectiveness of theseControls

Our disclosure controls and procedures and in light of the material weaknesses found in our internal controlscontrol over financial reporting our Chief Executive Officer (principal executive officer and principal financial/accounting officer) concludedare designed to provide reasonable assurance of achieving their objectives as specified above. Management does not expect, however, that our disclosure controls and procedures were not effective.

Changes in Internal Controls over Financial Reporting

There was no change in the Company’sor our internal control over financial reporting period coveredwill prevent or detect all error and fraud. Any control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected.

PART II - OTHER INFORMATION

Item 1.Legal Proceedings

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

We are currently not aware of any pending legal proceedings to which we are a party or of which any of our properties or assets is the subject, nor are we aware of any such proceedings that are contemplated by this report that hasany civil entity, any regulatory agency or governmental authority.

Item 1A.Risk Factors

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

Item 2.PART IIUnregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3.Defaults Upon Senior Securities

None.

Item 4.Mine Safety Disclosures

Not Applicable.

Item 5.Other Information

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

 

Item 6.Exhibits

 

TheSee the Exhibit Index following the signature page to this Quarterly Report on Form 10-Q for a list of exhibits are included as part offiled or furnished with this report:report, which Exhibit Index is incorporated herein by reference.

Exhibit NumberDescription
(31)Rule 13a-14(a)/15d-14(a) Certification
31.1Section 302 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
(32)Section 1350 Certification
32.1Section 906 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
101Interactive Data Files
101.INSXBRL Instance Document
101.SCHXBRL Taxonomy Extension Schema Document
101.CALXBRL Taxonomy Extension Calculation Linkbase Document
101.DEFXBRL Taxonomy Extension Definition Linkbase Document
101.LABXBRL Taxonomy Extension Label Linkbase Document
101.PREXBRL Taxonomy Extension Presentation Linkbase Document

SIGNATURES

 

Pursuant to the requirements ofIn accordance with Section 13 or 15(d) of the Securities Exchange Act, of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 ADDENTAX GROUP CORP.
  
By:Dated: February 13, 2019/s/ Hong Zhida
 Name:

Hong Zhida

Title:

President, Treasurer, Secretary and Director

(Principal Executive, Financial and Accounting Officer)

20
 

EXHIBIT INDEX

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

* Filed herewith.

** Furnished herewith.

21
 
Date:November 8, 2018