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 December 31, 2017ended:June 30, 2019

 

[  ]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)

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)

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

 

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

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

 

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 [  ][X]
Emerging growth company [X]

 

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

 

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

 

State the numberAs of August 15, 2019, there were 25,346,004 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 Operations194
Item 3.Quantitative and Qualitative Disclosures About Market Risk13
   
Item 4.Controls and Procedures3013
   
 PART II – OTHER INFORMATION 
   
Item 1.Legal Proceedings14
Item 1A.Risk Factors15
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds15
Item 3.Defaults Upon Senior Securities15
Item 4.Mine Safety Disclosures15
Item 5.Other Information15
Item 6.Exhibits3115

2

PART I – FINANCIAL INFORMATION

 

Item 1. Financial Statements and Supplementary Data

 

ADDENTAX GROUP CORPCORP.

FINANCIAL STATEMENTS

For the three months ended June 30, 2019 and 2018

TABLE OF CONTENTS

Consolidated Balance sheets as of June 30, 2019 (unaudited) and March 31, 2019 (audited)F-2
Consolidated Statements of Loss and Comprehensive Loss for the three months ended June 30, 2019 and 2018 (unaudited)F-3
Consolidated Statements of Cash Flows for the three months ended June 30, 2019 and 2018 (unaudited)F-4
Notes to Consolidated Financial Statements for the three months ended June 30, 2019 and 2018 (unaudited)F-5 – F-19

3

ADDENTAX GROUP CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

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

AS OF DECEMBER 31, 2017JUNE 30, 2019 (UNAUDITED) AND MARCH 31, 20172019 (AUDITED)

 

 December 31, 2017 March 31, 2017  Note  June 30, 2019  March 31, 2019 
 (Restated) (Restated)    (unaudited) (audited) 
ASSETS                   
           
CURRENT ASSETS                   
Cash and cash equivalents $146,365  $176,905      $298,569  $277,264 
Accounts receivables, net  4,626,213   4,776,878   4   1,747,868   1,798,489 
Inventories, net  465,589   445,442   7   412,543   318,047 
Other receivables  1,927,410   1,105,320   5   96,472   178,128 
Advances to suppliers  939,604   322,556   8   126,812   230,484 
Amounts due from related parties  289,210   127,552 
Total current assets  8,394,391   6,954,653      2,682,264   2,802,412 
                   
NON-CURRENT ASSETS                   
Plant and equipment, net  655,457   663,203   9   727,581   694,431 
Goodwill  929,662   929,662      475,003   475,003 
Operating lease right of use asset  14   469,957   - 
Total non-current assets  1,585,119   1,592,865      1,672,541   1,169,434 
TOTAL ASSETS $9,979,510  $8,547,518     $4,354,805  $3,971,846 
                   
LIABILITIES AND EQUITY                   
                   
CURRENT LIABILITIES                   
Short-term loan  10  $218,478  $223,502 
Accounts payable $3,468,618  $1,610,643      601,337   884,251 
Amount due to related parties  5,076,803   2,907,283   6   4,645,110   4,204,130 
Advances from customers  820,981   1,047,817      52,270   102,673 
Accrued expenses and other payables  991,571   199,283   13   778,820   259,837 
Payable for acquisition of business  -   3,025,751 
Income tax payable  6,108   723 
Total current liabilities  10,364,081   8,791,500      6,296,015   5,674,393 
           
NON-CURRENT LIABILITIES           
Operating lease liability, net of current portion  14   91,682   - 
Total non-current liabilities     91,682   - 
TOTAL LIABILITIES $10,364,081  $8,791,500     $6,387,697  $5,674,393 
                   
COMMITMENTS AND CONTINGENCIES          17         
                   
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, 25,346,004 shares issued and outstanding at June 30, 2019 and March 31, 2019, respectively)    $25,346  $25,346 
Additional paid-in capital  (420,523)  (413,604)     61,050   61,050 
Retained earnings  (412,984)  (371,802)     (2,143,115)  (1,775,767)
Statutory reserve  21,539   21,539   15   21,779   21,779 
Accumulated other comprehensive income  (79,523)  19,884 
Total equity  (384,571)  (243,983)
Accumulated other comprehensive loss  15   2,048   (34,955)
Total deficit     (2,032,892)  (1,702,547)
TOTAL LIABILITIES AND EQUITY $9,979,510  $8,547,517     $4,354,805  $3,971,846 

 

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, 2017JUNE 30, 2019 AND 20162018 (UNAUDITED)

 

 Three months ended December 31,  Nine months ended December 31, 
 2017  2016  2017  2016     For the three months ended
June 30,
 
 (Restated)   (Restated)    Note  2019  2018 
REVENUES $3,063,211  $2,413,505  $10,677,416  $2,413,505      $2,209,492  $2,731,793 
                           
COST OF REVENUES  (2,702,415)  (2,053,447)  (9,472,377)  (2,053,447)     (1,851,560)  (2,437,174)
                           
GROSS (LOSS) PROFIT  360,796   360,058   1,205,039   360,058 
GROSS PROFIT     357,932   294,619 
                           
OPERATING EXPENSES                           
Selling and marketing  (4,106)  (736)  (21,643)  (736)     (7,227)  (4,720)
General and administrative  (419,057)  (292,537)  (1,216,486)  (292,537)     (704,446)  (463,900)
Total operating expenses  (423,163)  (293,273)  (1,238,129)  (293,273)     (711,673)  (468,620)
                           
(LOSS) INCOME FROM OPERATIONS  (62,367)  66,785   (33,090)  66,785 
LOSS FROM OPERATIONS     (353,741)  (174,001)
                           
OTHER INCOME, NET  7,204   2,677   5,621   2,677 
FINANCE COST, NET     (4,390)  - 
                           
(LOSS) INCOME BEFORE INCOME TAX EXPENSE  (55,163)  69,462   (27,469)  69,462 
OTHER INCOME, (EXPENSE)     (7,005)  13,704 
           
LOSS BEFORE INCOME TAX EXPENSE     (365,136)  (160,297)
                           
INCOME TAX EXPENSE  (5,976)  (13,191)  (13,713)  (13,191)  11   (2,212)  (609)
                           
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     (367,348)  (160,906)
Foreign currency translation gain (loss)  15   37,002   74,905 
TOTAL COMPREHENSIVE LOSS    $(330,346) $(86,001)
                           
EARNINGS PER SHARE                
LOSS PER SHARE           
Basic and diluted  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      25,346,004   25,346,004 

 

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 NINETHREE MONTHS ENDED DECEMBER 31, 2017JUNE 30, 2019 AND 20162018 (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 

  

For the three months ended

June 30,

 
  2019  2018 
CASH FLOWS FROM OPERATING ACTIVITIES:        
Net loss $(367,348) $(160,906)
Adjustments to reconcile net income to net cash used in operating activities:        
Depreciation  28,699   30,805 
Loss on disposal of plant and equipment  3,390   - 
Changes in operating assets and liabilities:        
(Increase) decrease in:        
Accounts receivable  50,621   152,271 
Inventories  (94,496)  65,636 
Advances to suppliers  103,672   8,049 
Other receivables  81,656   25,796 
Accounts payables  (282,914)  1,243,154 
Accrued expenses and other payables  198,354   132,582 
Advances from customers  (50,403)  (1,005,399)
Taxes payable  -   (1,923)
Net cash provided by operating activities $(328,769) $490,065 
         
CASH FLOWS FROM INVESTING ACTIVITIES:        
Purchase of plant and equipment  (90,140)  (25,592)
Net cash used in investing activities $(90,140) $(25,592)
         
CASH FLOWS FROM FINANCING ACTIVITIES:        
Proceeds from related party borrowings  650,679   294,043 
Repayment of related party borrowings  (209,699)  (561,001)
Proceeds from third party borrowings  -   840,670 
Repayment of third party borrowings  -   (998,627)
Net cash provided by financing activities $440,980  $(424,915)
         
NET DECREASE IN CASH AND CASH EQUIVALENTS  22,071   39,558 
Effect of exchange rate changes on cash and cash equivalents  (766)  (2,724)
Cash and cash equivalents, beginning of the period  277,264   264,806 
CASH AND CASH EQUIVALENTS, END OF THE PERIOD $298,569  $301,640 
         
Supplemental disclosure of cash flow information:        
Cash paid during the period for interest  3,912   - 
         
Supplemental disclosure of non-cash investing and financing activities:        
Right-of-use assets obtained in exchange for operating lease obligations  551,117   - 

 

See accompany notes to the condensed consolidated financial statements.

 

F-4

 

ADDENTAX GROUP CORP. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINETHREE MONTHS ENDED DECEMBER 31, 2017JUNE 30, 2019 AND 2016 (UNAUDITED)2018

 

1.ORGANIZATION AND BUSINESS ACQUISITIONS

 

Addentax Group Corp. (“ATXG”) was incorporated in Nevada on October 28, 2014, and before the transaction described below, ATXG is 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 following 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 own approximately ninty-nine percent (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 of 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 the PRC in 2016.

 

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

 

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

 

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

 

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

2.RESTATEMENTBASIS OF PREVIOUSLY ISSUED CONSOLIDATED FINANCIAL STATEMENTSPRESENTATION, LIQUIDITY

 

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, theThe accompanying consolidated financial statements of the Company asand its subsidiaries are prepared pursuant to the rules and regulations of December 31, 2017the 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.

F-5

The accompanying consolidated financial statements are presented on the basis that the Company is a going concern. The going concern assumption contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

The Company incurred net loss of $367,348, $160,906 for the three months ended June 30, 2019 and 2018, respectively. As of June 30, 2019 and March 31, 2017,2019, the Company had net current liability of $3,613,751 and $2,871,981, respectively, and a deficit on total equity of $2,032,892 and $1,702,547, respectively.

The ability to continue as a going concern is dependent upon the related notes hereto, have been restatedCompany’s profit generating operations in the future and/or obtaining the necessary financing to correct these accounting errors (the “Restatement”). A summarymeet 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 these accounting errors,recorded asset amounts and their effectclassification of liabilities that might be necessary should the Company be unable to continue as a going concern.

The Company expects to finance operations primarily through cash flow from revenue and capital contributions from the CEO. During the period, the CEO has provided financial support for the operations of the Company. 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.

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 is as follows:

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

The effectdo not include any adjustments that might result from the outcome of these adjustments on the Company’s consolidated balance sheets as of December 31, 2017 and March 31, 2017, and cash flows for the nine months ended December 31, 2017 is summarized below:this uncertainty.

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

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

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

 

3.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

(a)Basis of Presentation

The 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.

 

F-6

(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 adjustmentadjustments to other comprehensive income,loss, 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“ Fair Value Measurements and Disclosures”,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,June 30, 2019, 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-7

(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 noAll cash and cash equivalents relate to cash on hand and cash at Decemberbank at June 30, 2019 and March 31, 2017.2019.

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

 

(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 were 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, 2017.June 30, 2019 and 2018.

 

The following customers had an accounts receivable balance greater than 10% of total accounts receivable at DecemberJune 30, 2019 and March 31, 2017.2019.

  June 30, 2019  March 31, 2019 
Customer A  15%  18%
Customer B  15%  12%
Customer C  10%  10%
Customer D  7%  1%
Customer E  7%  18%

 

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 theboth three and nine months ended December 31, 2017.June 30, 2019 and 2018.

F-8

 

During the three and nine months ended December 31, 2017,June 30, 2019 and 2018, approximately 62%74% and 57%71% 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.Company.

 

(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 plant5-10 years
Motor vehicles10-15 years
Office equipment5-10 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.years.

 

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, 2019 and it was determined that goodwill was not impaired and nonerecoverable amount of one of the Company’s reporting units with significantwas higher than the carrying amount of the goodwill recorded. Therefore it was concluded that no impairment for goodwill is required. As of June 30, 2019 and March 31, 2019, no carrying amount of goodwill was at risk of failing step one of this goodwill impairment test.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 DecemberJune 30, 2019 and March 31, 2017.2019.

F-9

 

(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 deliverytypically upon delivery.

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

 

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

 

(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 reporting period. Diluted earnings per share takes into account the potential dilution that could occur if securities or other contracts to issue common stock were exercised and converted into common stock. Further, if the number of common shares outstanding increases as a result of a stock dividend or stock split or decreases as a result of a reverse stock split, the computations of a basic and diluted earnings per share shall be adjusted retroactively for all periods presented to reflect that change in capital structure.

 

F-10

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 ordinary shares outstanding. Diluted earnings per share reflects the amount of net income available to each ordinary share outstanding during the period plus the number of additional shares that would have been outstanding if potentially dilutive securities had been issued. The Company had no potentially dilutive ordinary shares as of DecemberJune 30, 2019 and March 31, 2017.2019.

 

(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 has a history of tax losses and there is no convincing evidence that sufficient taxable income will be available against which the deferred tax asset can be utilised, therefore, the Company does not haverecognize any material unrecognized tax benefits.benefits for the three months ended June 30, 2019 & 2018.

 

The Company is governed by the Income Tax Laws of the PRC. The PRC federal statutory tax rate is 25%. The Company files income tax returns with the relevant government authorities in the PRC. The Company does not believe there will be any material changes in its unrecognized tax positions over the 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, 2017.June 30, 2019 and 2018. The Company’s effective tax rate differs from the PRC federal statutory rate primarily due to non-deductible expenses, temporary differences and preferential tax treatment.treatments.

 

New U.S. federal tax legislation, commonly referred to as the Tax Cuts and Jobs Act (the “U.S. Tax Reform”), was signed into law on December 22, 2017. The U.S. Tax Reform modified the U.S. Internal Revenue Code by, among other things, reducing the statutory U.S. federal corporate income tax rate from 35% to 21% for taxable years beginning after December 31, 2017; limiting and/or eliminating many business deductions; migrating the U.S. to a territorial tax system with a one-time transaction tax on a mandatory deemed repatriation of previously deferred foreign earnings of certain foreign subsidiaries; subject to certain limitations, generally eliminating U.S. corporate income tax on dividends from foreign subsidiaries; and providing for new taxes on certain foreign earnings. Taxpayers may elect to pay the one-time transition tax over eight years, or in a single lump-sum payment. The Company measured the current and deferred taxes based on the provisions of the Tax legislation. After the Company’s measurement, no deferred tax benefit nor expense were recorded relating to the Tax Act changes for the periodthree months ended December 31, 2017.June 30, 2019 and 2018.

(n)Related party balances and transactions

A related party is generally defined as:

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

(ii) the Company’s management,

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

F-11

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

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

 

(o)Interest Rate Risk

In September 2018, the Company entered into a credit agreement that provides for an approximately $218,478 (RMB1,500,000) from Dongguan Agricultural Commercial Bank. The pricing on the credit facility is based on LIBOR, as defined by the credit agreement. The floating interest rate may affect the ability of repayment of existing debts and viability of securing future debt instruments within the PRC. As of June 30, 2019, the balance of the loan amount was $218,478 (RMB 1,500,000) at a fix rate of 6.96% p.a.

(p)Leases

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

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

(q)Recently issued and adopted accounting pronouncements

 

In May 2014,November 2016, the FASB issued ASU 2014-09, “Revenue from Contracts2016-18: Statement of Cash Flows (Topic 230): Restricted Cash. The amendments in this Update require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with Customers (Topic 606).” (“cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The amendments in this Update do not provide a definition of restricted cash or restricted cash equivalents. The amendments in this ASU 2014-09”). The core principle of the guidanceon update are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is that an entity should recognize revenue to depict the transfer of promised goods or services to customerspermitted, including adoption in an amount that reflects the consideration to which the entity expects tointerim period. The amendments in this Update should be entitled in exchange for those goods or services.applied using a retrospective transition method each period presented. The Company adopted this ASU 2014-09 supersedes most existing revenue recognition guidance in US GAAP. on April 1, 2018 and determined it had no impact on its consolidated financial statements as of March 31, 2018.

In August 2015,2018, the FASB issued ASU 2015-14,2018-13,Revenue from Contracts with Customers (Topic 606): DeferralDisclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement to ASC Topic 820, Fair Value Measurement (“ASC 820”). ASU 2018-13 modifies the disclosure requirements for fair value measurements by removing, modifying, and/or adding certain disclosures. ASU 2018-13 is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2019. An entity is permitted to early adopt by modifying existing disclosures and delay adoption of Effective Date (“ASU 2015-14”), which defersthe additional disclosures until the effective date of ASU 2014-09 to January 1, 2018 for the Company. Early adoption is permitted.date. The Company expects to adopt ASU 2014-09 utilizingis evaluating the modified retrospective method in the first quartereffect that adoption of 2018.this guidance will have on its consolidated financial statements and related disclosures.

 

In February 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220) Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. The Company is inamendments allow a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the process of reviewing revenue contracts across each revenue streamTax Cuts and continues to evaluate the impact theJobs Act. This standard would have on each revenue stream. As a result of the Company’s evaluation performed to date,was effective for the Company does not believe theon September 1, 2018. The adoption of this new standard willdid not have a material impact on the Company’s revenue recognition policy.consolidated financial position, results of operations or cash flows.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments. This standard requires a financial asset (or group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. This standard will be effective for the Company on December 15, 2019. The Company is currently evaluating the impact the adoption of this ASU will have on its consolidated financial statements.

 

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

 

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

In August 2016, the FASB issued ASU 2016-15, “StatementCompany should record both right-of-use asset and lease liability 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. The Company evaluated the impact of adopting the new standard$0.6 million on its consolidated financial statements and conclude there was no material impact tofor the Company’s financial statement.fiscal year ended March 31, 2020.

 

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.

F-12

 

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, 2017June 30, 2019 and March 31 20172018 are as follows:

 

 December 31, 2017 March 31, 2017  June 30, 2019 March 31, 2019 
 (Restated) (Restated)  (unaudited) (audited) 
Accounts receivable $4,626,213  $4,776,878  $1,747,868  $1,798,489 
Less: allowance for doubtful accounts  -   -   -   - 
Accounts receivable, net $4,626,213  $4,776,878  $1,747,868  $1,798,489 

 

No allowance for doubtful accounts was made for the periodthree months ended December 31, 2017June 30, 2019 and year ended March 31, 2017.2018.

 

6.5.OTHER RECEIVABLES

 

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

 

7.6.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.Huizhu Ma is a legal representative and principal shareholder
Shenzhen Bitun Textile Co., Ltd.Huizhu Ma is a legal representative and principal shareholder
Shenzhen Yingxi Investment & Development Co., Ltd.Sister of Huizhu Ma, a legal representative
Shenzhen BitunYihao Fund Partnership (Limited Partnership)Shenzhen Qianhai Bitun Investment Fund Management Co., Ltd. is a legal representative and principal shareholder
Bitun Apparel (Shezhen) Co., Ltd.Huijun Ma is a legal representative
Huizhu MaA director and principal shareholder of the Company’s principal shareholder
Xijuan Huang A spouse of legal representative of HPF

 

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

 

F-13

 

The Company had the following related party balances at the end of the period/year:years:

 

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

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

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

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

Amounts due to related parties June 30, 2019  March 31, 2019 
  (unaudited)  (audited) 
Zhida Hong $4,288,990  $3,989,382 
Zhongpeng Chen  165,432   169,235 
Jinlong Huang  190,688   45,513 
         
  $4,645,110  $4,204,130 

 

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

 

8.7.INVENTORIES

 

Inventories consist of the following as of December 31, 2017June 30, 2019 and March 31, 2017:2019:

 

 December 31, 2017 March 31, 2017  June 30, 2019 March 31, 2019 
      (Restated)  (unaudited) (audited) 
Raw materials $354,921  $300,592  $181,212  $157,382 
Work in progress  -   40,330   177,112   160,665 
Finished goods  276,416   261,060   54,219     
Total  631,337   601,982 
Less: allowance for obsolete inventories  (165,748)  (156,540)
Inventories, net $465,589  $445,442 
Total inventories, net $412,543  $318,047 

There is no inventory allowance for the three months ended June 30, 2019 and 2018.

9.8.ADVANCES TO SUPPLIERS

 

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

 

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

10.9.PLANT AND EQUIPMENT

 

Plant and equipment consists of the following as of December 31, 2017June 30, 2019 and March 31, 2017:2019:

 

 June 30, 2019 

March 31, 2019

 
 December 31, 2017 March 31, 2017  (unaudited) (audited) 
Production plant  150,013  $141,680  $69,345  $107,173 
Motor vehicles  901,697   877,015   1,068,945   1,016,818 
Office equipment  12,048   11,378   13,458   14,722 
  1,063,758   1,030,073   1,151,748   1,138,713 
Less: accumulated depreciation  (408,301)  (366,870)  (424,167)  (444,282)
Plant and equipment, net  655,457  $663,203  $727,581  $694,431 

 

Depreciation expense for the three and nine months ended December 31, 2017June 30, 2019 and 2018 was $28,646$28,699 and $84,535,$30,805, respectively.

F-14

10.SHORT-TERM BANK LOAN

In September 2018, HSW, a subsidiary of the Company entered into a bank loan agreement with Dongguan Agricultural Commercial Bank to borrow approximately $218,478 (RMB1,500,000) for daily operations with an annual interest rate of 6.96%. The loan is guaranteed free of charge by legal representative of HSW. The principal as of June 30, 2109 was $218,478 (RMB1,500,000), of which $164,000 will be matured in September 2019 and the rest will be matured in November 2019.

 

11.INCOME TAXES

 

(a)Enterprise Income Tax (“EIT”)

 

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

 

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

 

Yingxi HK was incorporated in Hong Kong and is subject to Hong Kong income tax at a tax rate of 16.5%. No provision for income taxes in Hong Kong has been made as Yingxi HK had no taxable income for the three and nine months ended December 31, 2017June 30, 2019 and 2016.2018.

 

QYTG and YX were incorporated in the PRC and is subject to the PRC federal statutoryEIT 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, 2017June 30, 2019 and 2016.2018.

 

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 2017.2019 and 2018. XKJ enjoyed the preferential tax benefits and its EIT rate was 15% in 2017.2019 and 2018.

 

The Company’s parent entity, Addentax Group Corp. is an U.S.U.S entity and is subject to the United States federal income tax. No provision for income taxes in the United States has been made as Addentax Group Corp. had no United States taxable income for the three and nine months ended December 31, 2017June 30, 2019 and 2016.2018.

 

No deferred taxes were recognized for the three and nine months ended December 31, 2017June 30, 2019 and 2016.2018.

 

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

 

  Three months ended December 31,  Nine months ended December 31, 
  2017  2016  2017  2016 
  (Restated)     (Restated)    
PRC statutory tax rate  25%  25%  25%  25%
Computed expected (benefits) expense $(13,791) $17,365  $(6,867) $17,365 
Temporary differences and tax losses not recognized  19,767   3,586   26,034   3,586 
Preferential tax treatment  -   (7,760)  (5,454)  (7,760)
Income tax expense $5,976  $13,191  $13,713  $13,191 
  Three months ended June 30, 
  2019  2018 
  (unaudited)  (unaudited) 
PRC statutory tax rate  25%  25%
Temporary differences not recognized  (0)%  1%
Tax losses not recognized  (26)%  (27)%
Income tax expense $(1)% $(66)%

F-15

  Three months ended June 30, 
  2019  2018 
  (unaudited)  (unaudited) 
PRC statutory tax rate  25%  25%
Computed expected benefits $(91,284) $(40,074)
Temporary differences not recognized  (1,284)  (1,949)
Tax losses not recognized  94,779   42,632 
Income tax expense $2,212  $609 

 

(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 subsidiary HSW enjoyed preferential VAT rate of 13%. 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 2017.2019 and 2018. The Company is required to pay the full amount of VAT calculated at the applicable VAT rate of the invoiced value of sales as required. A credit is available whereby VAT paid on gasoline and toll charges can be used to offset the VAT due on service income.

 

12.CONSOLIDATED SEGMENT DATA

 

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

 

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

 

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

 

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

 

Revenues by segment for the three and nine months ended December 31, 2017June 30, 2019 and 2018 are as follows:

 

 Three months ended June 30, 
Revenues Three months ended
December 31,
 Nine months ended
December 31,
  2019 2018 
 2017 2016 2017 2016 
 (Restated)   (Restated)    (unaudited) (unaudited) 
Manufacturing segment $717,618  $1,670,662  $3,779,595  $1,670,662  $551,317  $1,142,490 
Service segment  2,345,593   742,843   6,897,821   742,843   1,658,175   1,589,303 
 $3,063,211  $2,413,505  $10,677,416  $2,413,505  $2,209,492  $2,731,793 

 

Income from operations by segment for the three and nine months ended December 31, 2017June 30, 2019 and 2018 are as follows:

 

Operating (loss) income Three months ended
December 31,
 Nine months ended
December 31,
 
 2017 2016 2017 2016  Three months ended June 30, 
Operating income (loss) 2019 2018 
 (Restated)   (Restated)    (unaudited) (unaudited) 
Manufacturing segment $(13,903) $10,125  $(6,027) $10,125  $46,217  $12,856 
Service segment  (12,059)  57,112   116,644   57,112   (18,311)  (58,543)
Corporate and other  (36,405)  (452)  (143,707)  (452)  (381,647)  (128,314)
(Loss) income from operations $(62,367) $66,785  $(33,090) $66,785 
Loss from operations $(353,741) $(174,001)
Manufacturing segment  4,316   (2,600)  2,722   (2,600)  (7,182)  10,988 
Service segment  2,888   5,199   2,866   5,199   (4,127)  121 
Corporate and other  -   78   33   78   (86)  2,595 
(Loss) income before income tax $(55,163) $69,462  $(27,469) $69,462 
Loss before income tax $(365,136) $(160,297)
Income tax expense  (5,976)  (13,191)  (13,713)  (13,191)  (2,212)  (609)
Net (loss) income $(61,139) $56,271  $(41,182) $56,271 
Net loss $(367,348) $(160,906)

F-16

 

Depreciation and amortization by segment for the three and nine months ended December 31, 2017June 30, 2019 and 2018 are as follows:

 

 Three months ended June 30, 
Depreciation Three months ended
December 31,
 Nine months ended
December 31,
  2019 2018 
 2017 2016 2017 2016  (unaudited) (unaudited) 
Manufacturing segment $8,121  $938  $23,745  $938  $3,027  $8,246 
Service segment  20,525   6,546   60,790   6,546   25,672   22,560 
 $28,646  $7,484  $84,535  $7,484  $28,699  $30,805 

 

Total assets by segment at December 31, 2017June 30, 2019 and March 31, 20172019 are as follows:

 

Total assets December 31, 2017 March 31, 2017  June 30, 2019 March 31, 2019 
  (Restated)   (Restated)  (unaudited) (audited) 
Manufacturing segment $5,029,970  $5,328,211  $1,182,052  $1,242,335 
Service segment  4,585,243   3,099,276   2,305,922   2,253,308 
Corporate and other  364,297   120,031   866,830   476,203 
 $9,979,510  $8,547,518  $4,354,804  $3,971,846 

 

Goodwill by segment at December 31, 2017June 30, 2019 and March 31, 20172019 is as follows:

 

Goodwill December 31, 2017 March 31, 2017  June 30, 2019 March 31, 2019 
 (unaudited) (audited) 
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 forecast for the first year and cash flow projections based on financial forecasts prepared by management covering the remaining 4-year operating period. The key assumptions include revenue, cost of sales and operating expenses which were determined by management based on the past performance and the implementation of the Company’s strategy. Based on the impairment test of goodwill, the recoverable amount was higher than the carrying amount of the goodwill recorded and it was concluded that no impairment against the amount of goodwill as of June 30, 2019 is necessary.

 

13.ACCRUED EXPENSES AND OTHER PAYABLES

 

Accrued expenses and other payables consist of the following as of December 31, 2017June 30, 2019 and March 31, 2017:2019:

 

  December 31, 2017  March 31, 2017 
   (Restated)   (Restated) 
Loan from third parties (i) $861,433  $104,040 
Employee advances  882   987 
Accrued wages and welfare  97,697   91,441 
Value-added taxes (refundable) payable  11,556   - 
Other payables  20,003   2,815 
  $991,571  $199,283 
  June 30, 2019  March 31, 2019 
  (unaudited)  (audited) 
Lease liabilities – current portion (i) $378,275  $- 
Accrued wages and welfare  85,373   84,677 
Other payables  315,172   175,160 
  $778,820  $259,837 

 

 (i)Loan from third parties represent unsecured and non-interest bearing short-term advances thatLease liabilities – current portion represents the Company makes from time-to-time from third-party entities. These advances are unsecured andoperating lease liabilities due on demand.within next 12 months.

 

F-17

14. RESERVESLEASE RIGHT-OF-USE ASSET AND LEASE LIABILITIES

The Company implemented new accounting policy according to the ASC 842, Leases, on April 1, 2019 on a modified retrospective basis and did not restate comparative periods. Under the new policy, the Company recognized approximately $0.06 million lease liability as well as right-of-use asset for all leases (with the exception of short-term leases) at the commencement date. Lease liabilities are measured at present value of the sum of remaining rental payments as of June 30, 2019, with discounted rate of 4.35%. A single lease cost is recognized over the lease term on a generally straight-line basis. All cash payments of operating lease cost are classified within operating activities in the statement of cash flows.

As of June 30, 2019 and March 31, 2019, the right-of use asset and lease liabilities are as follows:

  June 30, 2019  March 31, 2019 
  (unaudited)  (audited) 
Right-of-use asset – operating leases $469,957  $      - 
         
Lease liabilities – current portion  378,275   - 
Lease liabilities – non-current portion  91,682   - 
  $469,957  $- 

Lease cost

  Three months ended June 30, 
  2019  2018 
  (unaudited)  (unaudited) 
Operating lease cost  56,833   28,010 
Short-term lease cost  57,507   - 
  $114,340  $28,010 

Other information

  Three months ended June 30, 
  2019  2018 
  (unaudited)  (unaudited) 
Cash paid for amounts included in the measurement of lease liabilities        
Operating cash flow from operating leases $114,340  $     - 
Right-of-use assets obtained in exchange for new operating leases liabilities  551,117   - 
Weighted average remaining lease term - Operating leases (years)  1.8   - 
Weighted average discount rate - Operating leases  4.35%  - 

15.RESERVES

 

(a)Statutory reserve

 

In accordance with the relevant laws and regulations of the PRC, the subsidiary of the Company established in the PRC is required to transfer 10% of its profit after taxation prepared in accordance with the accounting regulations of the PRC to the statutory reserve until the reserve balance reaches 50% of the subsidiary’s paid-up capital. Such reserve may be used to offset accumulated losses or increase the registered capital of the subsidiary, subject to the approval from the PRC authorities, and are not available for dividend distribution to the shareholders. At December 31, 2017As of June 30, 2019 and March 31, 2017,2019, the paid-up statutory reserve was RMB148,418 or $21,539.$21,779 & $21,779.

F-18

(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.REVERSE STOCK SPLIT

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

17.COMMITMENTS AND CONTINGENCIES

 

Leases

 

During the year 2017, theThe Company leased offices in various cities in the PRC, under operating leases expiring on various dates through 2019.2023. Rent expense for the three and nine months ended December 31, 2017June 30, 2019 and 2018 was approximately $25,616$114,340 and $70,034,$28,010, respectively.

 

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

 

2018  $7,678 
2019   30,710 
2020   2,559 
   $40.947 
Within one year $6,537 
Between one and five years  - 
  $6,537 

 

16.18.SUBSEQUENT EVENTS

 

In accordance with ASC 855, the Company evaluated all of its activity through the issue date of the financial statements and concluded thatThere is no other subsequent events have occurred that would require recognition or disclosure in 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 provisions of Section 27A of the Securities Act and Section 21E of the Exchange Act. These statements often can 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 as of the date made. Any forward-looking statements represent management’s best judgment as 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.

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.

F-19

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

 

The following discussion and analysis of our financial condition and results of operations for the three and nine months ended December 31, 2017June 30, 2019 and 2018 should be read in conjunction with the attached consolidated unaudited Financial Statements and corresponding notes includedand our consolidated audited financial statements and related notes for the fiscal year ended March 31, 2019 found in this Quarterlyour Annual Report on Form 10-Q.10-K. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations, and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under the Risk Factors and Special Note Regarding Forward-Looking Statements in this report. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” “target”, “forecast” and similar expressions to identify forward-looking statements.

 

Overview

 

Our Business

 

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

 

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

 

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

 

4

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,June 30, 2019, we provide logistic service to over 2379 cities in approximately 20 provinces. nine provinces and two municipalities.We expect to open logisticdevelop an additional 20 logistics points in additional 10existing serving cities inand improve the third and fourth quarter of 2017 andCompany’s profit in the year of 2018.2020.

 

Seasonality of Business

 

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

 

Collection Policy

 

Garment manufacturing business

 

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

 

Logistic business

 

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

 

Economic Uncertainty

 

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

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

 

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.

 

5

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.

 

Leases

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

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

6

Recently issued and adopted accounting pronouncements

 

In May 2014,November 2016, the FASB issued ASU 2014-09, “Revenue from Contracts2016-18: Statement of Cash Flows (Topic 230): Restricted Cash. The amendments in this Update require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with Customers (Topic 606).” (“cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The amendments in this Update do not provide a definition of restricted cash or restricted cash equivalents. The amendments in this ASU 2014-09”). The core principle of the guidanceon update are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is that an entity should recognize revenue to depict the transfer of promised goods or services to customerspermitted, including adoption in an amount that reflects the consideration to which the entity expects tointerim period. The amendments in this Update should be entitled in exchange for those goods or services.applied using a retrospective transition method each period presented. The Company adopted this ASU 2014-09 supersedes most existing revenue recognition guidance in US GAAP. on April 1, 2018 and determined it had no impact on its consolidated financial statements as of March 31, 2018.

In August 2015,2018, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral2018-13,Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement to ASC Topic 820, Fair Value Measurement (“ASC 820”). ASU 2018-13 modifies the disclosure requirements for fair value measurements by removing, modifying, and/or adding certain disclosures. ASU 2018-13 is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2019. An entity is permitted to early adopt by modifying existing disclosures and delay adoption of Effective Date (“ASU 2015-14”), which defersthe additional disclosures until the effective date of ASU 2014-09 to January 1, 2018 fordate. The Company is evaluating the Company. Early adoption is permitted. We expect to adopt ASU 2014-09 utilizing the modified retrospective method in the first quarter of 2018.

We are in the process of reviewing our revenue contracts across each revenue stream and continues to evaluate the impact the standard would have on each revenue stream. As a result of our evaluation performed to date, we do not believe theeffect that adoption of this newguidance will have on its consolidated financial statements and related disclosures.

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

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments. This standard requires a financial asset (or group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. This standard will be effective for the Company on December 15, 2019. The Company is currently evaluating the impact the adoption of this ASU will have on its consolidated financial statements.

7

In January 2016, the FASB issued ASU 2016-01, “FinancialFinancial 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. WeThe Company evaluated the impact of adopting the new standard and concludeconcluded that there was no material impact to ourits consolidated financial statement.statements.

 

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 taketakes effect for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. We are currently assessing the impact ofAccording to this new standard, on our consolidated financial statements.

In August 2016, the FASB issued ASU 2016-15, “StatementCompany should record both right-of-use asset and lease liability 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$0.6 million on its consolidated financial statements and conclude there was no material impact to our financial statement.for the fiscal year ended March 31, 2020.

 

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 DecemberJune 30, 2019 and March 31, 2017 and 20162019

 

The following tables summarize our results of operations for the three months ended December 31, 2017June 30, 2019 and 2016.2018. 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 June 30,  Increase (decrease) in 
 2017 2016 2017 compared to 2016  2019  2018  2019 compared to 2018 
 (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% $2,209,492   100.0% $2,731,793   100% $(522,301)  (19.1)%
Cost of revenues  (2,702,415)  (88.2%)  (2,053,447)  (85.1%)  648,968   31.6%  (1,851,560)  (83.8)%  (2,437,174)  (89.2)%  585,614   24.0%
Gross profit  360,796   11.8%  360,058   14.9%  738   0.2%  357,932   16.2%  294,619   10.8%  63,313   21.5%
Operating expenses  (423,163)  (13.8%)  (293,273)  (12.1%)  129,890   44.3%  (711,673)  (32.2)%  (468,620)  (17.2)%  (243,053)  (51.9)%
(Loss) income from operations  (62,367)  (2.0%)  66,785   2.8%  (129,152)  (193.4%)
Loss from operations  (353,741)  (16.0)%  (174,001)  (6.4)%  (179,740)  (103.3)%
Other income, net  7,204   0.2%  2,677   0.1%  4,527   169.1%  (7,005)  0.3%  13,704   0.5%  (20,709)  (151.1)%
Net finance cost  (4,390)  (0.2)%  -   -   (4390)    
Income tax expense  (5,976)  (0.2%)  (13,191)  (0.5%)  7,215   54.7%  (2,212)  (0.1)%  (609)  (0.0)%  (1,603)  (263.2)%
Net (loss) income $(61,139)  (2.0%) $56,271   2.4% $(117,410)  (208.7%)
Net loss $(367,348)  (16.6)% $(160,906)  (5.9)% $(206,442)  (128.3)%

 

Revenue

 

Revenue generated from our garment manufacturing business contributed $717,618$551,317 or 23.4%25.0% of our total revenue for the three months ended December 31, 2017.June 30, 2019. Revenue generated from our garment manufacturing business contributed $1,670,662$1,142,490 or 69.2%41.8% 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.June 30, 2018.

 

Revenue generated from our logistic business contributed $2,345,593$1,658,175 or 76.6%75.0% of our total revenue for the three months ended December 31, 2017.June 30, 2019. Revenue generated from our logistic business contributed $742,843$1,589,303 or 30.8%58.2% of our total revenue for the three months ended December 31, 2016. The increase was due toJune 30, 2018.

Total 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, 2017June 30, 2019 and 2018 were $3,063,211,$2,209,492 and $2,731,793, respectively, a 26.9% increase19.1% decrease compared with the three months ended December 31, 2016. This increaseJune 30, 2018. The decrease was due tomainly because the operatingcombine of market decline in both garment business and logistic business. Holding companies, YX and QYTG did not have consulting service income in the PRCthree months ended June 30. 2019. One of the subsidiaries, HSW, was being acquiredmoving its factories which resulted in a decrease of order accepted. XKJ managed to develop new clients and consolidated to the Company beginning December 2016.brought more revenue.

8

 

Cost of revenue

 

 Three Months Ended December 31, 2017 Increase (decrease)/ in  Three Months Ended June 30, Increase (decrease) in 
 2017 2016 2017 compared to 2016  2019  2018  2019 compared to 2018 
 (In U.S. dollars, except for percentages)       (In U.S. dollars, except for percentages)    
Net revenue for garment manufacturing $717,618   100.0% $1,670,662   100% $(953,044)  (57.0%) $551,317   100.0% $1,142,490   100% $(591,173)  (51.7)%
Raw materials  537,430   74.9%  1,378,051   82.4%          376,486   68.3%  922,080   80.7%        
Labor  55,881   7.8%  82,115   5.0%          53,520   9.7%  117,186   10.3%        
Other and Overhead  34,932   4.8%  23,196   1.4%          19,596   3.6%  13,155   1.1%        
Total cost of revenue for garment manufacturing  628,243   87.5%  1,483,362   88.8%  (855,119)  (57.6%)  449,602   81.6%  1,052,421   92.1%  (602,819)  (57.3)%
Gross profit (loss) for garment manufacturing  89,375   12.5%  187,300   11.2%  (97,925)  (52.3%)
Gross profit for garment manufacturing  101,715   18.4%  90,069   7.9%  11,646  12.9%
Net revenue for logistic service  2,345,593   100.0%  742,843   100%  1,602,750   215.8%  1,658,175   100.0%  1,589,303   100.0%  68,872  4.3%
Fuel and toll  1,748,002   74.5%  387,034   52.1%        
Fuel, toll and other cost of logistic service  564,507   34.0%  619,860   39.0%        
Subcontracting fees  326,170   13.9%  183,051   24.6%          837,451   50.5%  764,893   48.1%        
Total cost of revenue for logistic service  2,074,172   88.4%  570,085   76.7%  1,504,087   263.8%  1,401,958   84.5%  1,384,753   87.1%  17,205  1.2%
Gross profit (loss) for logistic service  271,421   11.6%  172,758   23.3%  98,663   57.1%
Gross Profit for logistic service  256,217   15.5%  204,550   12.9%  51,667   25.3%
Total cost of revenue $2,702,415   88.2% $2,053,447   85.1% $648,968   31.6% $1,851,560   83.8% $2,437,174   89.2% $(585,614)  (24.0)%
Gross profit (loss) $360,796   11.8% $360,058   14.9% $738   0.2%
Gross profit $357,932   16.2% $294,619   10.8% $63,313  21.5%

 

Cost of revenue for our manufacturing segment for the three months ended December 31, 2017June 30, 2019 and 20162018 was $628,243$449,602 and $1,483,362,$1,052,421, 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, 2017June 30, 2019 and 2018 was $2,074,172$1,401,958 and $570,085,$1,384,753, respectively, which includes gasoline and diesel fuel, toll charges, other cost of logistic service and subcontracting fees.

 

For our garment manufacturing business, we purchase the majority of our raw materials directly from numerous local fabric and accessories suppliers. Aggregate purchases from our five largest raw material suppliers represented approximately 62%73.8% and 88%71.2% of raw materials purchases for the three months ended December 31, 2017June 30, 2019 and 2016,2018, respectively. ThreeOne and fourtwo suppliers provided more than 10% of our raw materials purchases for the three months ended December 31, 2017Juen 30, 2019 and 2016.2018. We have not experienced difficulty in obtaining raw materials essential to our business, and we believe we maintain good relationships with our suppliers.

 

For our logistic business, we outsource some of the business to our contractors. The Company relied on threea few subcontractors, in which the subcontracting fees to our largest contractor represented approximately 60%36.2% and 41.7% of total cost of revenues for our service segment for the three months ended December 31, 2017.June 30, 2019 and 2018, respectively. The percentage dropped as we used more subcontractors than last year. We have not experienced any disputes with our subcontractor and we believe we maintain good relationships with our contract logistic service provider.

 

Raw material costs for our manufacturing business were 74.9%68.3 % of our total manufacturing business revenue in the three months ended December 31, 2017,June 30, 2019, compared with 82.4%80.7% in the three months ended December 31, 2016.June 30, 2018. The decrease in percentages was mainly due to the purchase cost of the raw materials remained consistent, while the labor costs continued rising.

 

Labor costs for our manufacturing business were 7.8%9.7% of our total manufacturing business revenue in the three months ended December 31, 2017,June 30, 2019, compared with 5.0%10.3% in the three months ended December 31, 2016. The increase was mainly due to the rising wages in the PRC.June 30, 2018.

 

Overhead and other expenses for our manufacturing business accounted for 4.8%3.6% of our total manufacturing business revenue for the three months ended December 31, 2017,June 30, 2019, compared with 1.4%1.1% of total manufacturing business revenue for the three months ended December 31, 2016.June 30, 2018.

9

 

Fuel, toll and tollother costs for our service business for the three months ended December 31, 2017June 30, 2019 were $1,748,002$564,507 compared with $387,034$619,860 for the three months ended December 31, 2016.June 30, 2018. Fuel, toll and tollother costs for our service business accounted for 74.5%34.0% of our total service revenue for the three months ended December 31, 2017,June 30, 2019, compared with 52.1%39.0% for the three months ended December 31, 2016.June 30, 2018. The increasedecrease in percentages was primarily attributable to the Acquisition transaction in 2016.increase of use of subcontractors.

 

Subcontracting fees for our service business for the three months ended December 31, 2017June 30, 2019 increased 78.2%9.5% to $326,170$837,451 from $183,051$764,893 for the three months ended December 31, 2016.June 30, 2018. Subcontracting fees accounted for 13.9%50.5% and 24.6%48.1% of our total service business revenue in the three months ended December 31, 2017June 30, 2019 and 2016,2018, respectively. This increase in percentages was primarily attributablebecause the Company subcontracted more shipping orders to subcontractors in 2019 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, 2017June 30, 2019 was $2,702,415,$1,851,560, a 31.6% increase24.0% decrease from $2,053,447$2,437,174 for the three months ended December 31, 2016.June 30, 2018. Total cost of sales as a percentage of total sales for the three months ended December 31, 2017June 30, 2019 was 88.2%83.8%, compared with 85.1%89.2% for the three months ended December 31, 2016.June 30, 2018. Gross margin for the three months ended December 31, 2017June 30, 2019 was 11.8%16.2% compared with 14.9%10.8% for the three months ended December 31, 2016.June 30, 2018.

Gross profit

 

 Three Months Ended December 31, 2017 Increase (decrease) in           Increase (decrease) in 
 2017 2016 2017 compared to 2016  2019  2018  2019 compared to 2018 
 (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 $357,932   100% $294,619   100%  63,313   21.5%
Operating expenses:                                                
Selling expenses  (4,106)  (1.1%)  (736)  (2.0%)  3,370   457.9%  (7,227)  (2.0)%  (4,720)  (1.6)%  (2,507)  (53.1)%
General and administrative expenses  (419,057)  (116.2%)  (292,537)  (81.3%)  126,520   43.2%  (704,446)  (196.8)%  (463,900)  (157.5)%  (240,546)  (51.9)%
Total $(423,163)  (117.3%) $(293,273)  (81.5%)  129,890   47.5% $(711,673)  (198.8)% $(468,620)  (159.1)%  (243,053)  (51.9)
(Loss) income from operations $(62,367)  (17.3%) $66,785   18.5%  (129,152)  (193.4%)
Loss from operations $(353,741)  (98.8)% $(174,001)  (59.1)%  (179,740)  (103.3)%

 

Manufacturing business gross profit for the three months ended December 31, 2017June 30, 2019 was $89,375$101,715 compared with $187,300$90,069 for the three months ended December 31, 2016.June 30, 2018. Gross profit accounted for 12.5%18.4% of our total manufacturing business revenue for the three months ended December 31, 2017,June 30, 2019, compared with 11.2%7.9% for the three months ended December 31, 2016.June 30, 2018.

 

Gross profit in our service business for the three months ended December 31, 2017June 30, 2019 was $271,421$256,217 and gross margin was 11.6%15.5%. Gross profit in our service business for the three months ended December 31, 2016June 30, 2018 was $172,758$204,550 and gross margin was 23.3%12.9%.

The decrease was derived from the new opened logistic pointsincrease in 2017, these logistic points have a lower gross margin as we provide lower service feewas due to attract new business.our focus on high margin customers, implementation of cost cutting measures and the effective control on our costs during the period and out-sourced part of the low margin businesses

 

Selling, General and administrative expenses

 

Our selling expenses in our manufacturing segment for the three months ended December 31, 2017June 30, 2019 and 20162018 was $4,106$7,227 and $736,$4,720, respectively. Our selling expenses in our service segment for the three months ended December 31, 2017June 30, 2019 and 2018 was $nil and $nil, respectively. Selling expenses consist primarily of local transportation, unloading charges and product inspection charges. Total selling expenses for the three months ended June 30, 2019 increased 53.1% to $7,227 from $4,720 for the three months ended June 30, 2018.

10

 

Our general and administrative expenses in our manufacturing segment for the three months ended December 31, 2017June 30, 2019 and 20162018 was $99,172$48,271 and $176,890,$72,492, respectively. Our general and administrative expenses in our service segment, for the three months ended December 31, 2017June 30, 2019 and 20162018 was $283,480$274,528 and $115,647,$263,094, respectively. Our general and administrative expenses in our corporate and other segmentoffice for the three months ended December 31, 2017June 30, 2019 and 20162018 was $36,405$381,647 and $nil,$144,336, respectively. General and administrative expenses consist primarily of administrative salaries, office expense, certain depreciation and amortization charges, repairs and maintenance, legal and professional fees, warehousing costs and other expenses that are not directly attributable to our revenues.

 

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

GeneralTotal general and administrative expenses for the three months ended December 31, 2017June 30, 2019 increased 43.2%51.9% to $419,057$704,446 from $292,537$463,900 for the three months ended December 31, 2016.June 30, 2018. The increase was mainly due to the Acquisition transactionincrease 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. 

 

IncomeLoss from operations

 

We had a lossLoss from operations for the three months ended December 31, 2017 of $62,367, compared to income from operations for the three months ended December 31, 2016 of $66,785. (Loss) incomeJune 30, 2019 and 2018 was $353,741 and $174,001, respectively. Income from operations of ($13,903)$46,217 and $10,125$12,856 was attributed from our manufacturing segment for the three months ended December 31, 2017June 30, 2019 and 2016,2018, respectively. (Loss) incomeLoss from operations of ($12,059)$18,311 and $57,112$58,543 was attributed from our service segment for the three months ended December 31, 2017June 30, 2019 and 2016,2018, respectively. We incurred a loss from operations in corporate segmentoffice of $36,405$381,647 and $452$128,314 for the three months ended December 31, 2017June 30, 2019 and 2016,2018, respectively. The loss from our corporate segmentoffice was mainly due to theincrease 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, 2017June 30, 2019 and 20162018 was $5,976$2,212 and $13,191,$609, respectively, a 54.7% decrease263.2% increase compared to the same period of 2016.2018. 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, 2017June 30, 2019 and 2016.2018.

 

QYTG and YX were incorporated in the PRC and is subject to the PRC statutory taxEnterprise Income Tax (EIT) rate is 25%. No provision for income taxes in the PRCYX has been made as QYTG and YXit had no taxable income for the three months ended December 31, 2017June 30, 2019 and 2016.2018.

 

The Company is governed by the Income Tax Laws of the PRC. Yingxi’s operating companies, HSW, HPF and DT were subject to an EIT rate of 25% in 2017.2019. XKJ enjoyed the preferential tax benefits and its EIT rate was 15% in 2017.2019.

 

The Company’s parent entity, Addentax Group Corp. is an U.S.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, 2017June 30, 2019 and 2016.2018.

11

 

Net IncomeLoss

 

We incurred a net income (loss)loss of ($61,139)$367,348 and $56,271$160,906 for the three months ended December 31, 2017June 30, 2019 and 2016,2018, respectively. Our basic and diluted earnings per share were $0.00 and $0.00 for the three months ended December 31, 2017, respectively.

24

Results of Operations for the nine months ended December 31, 2017June 30, 2019 and 2016

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

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

Revenue

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

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

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

Cost of revenue

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

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

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

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

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

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

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

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

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

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

Gross profit

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

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

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

Selling, General and administrative expenses

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

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

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

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

Income from operations

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

Income Tax Expenses

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

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

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

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

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

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

Net Income

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

 

Summary of cash flows

 

Summary cash flows information for the ninethree months ended December 31, 2017June 30, 2019 and 20162018 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 
  2019  2018 
  (In U.S. dollars) 
Net cash used by operating activities $(328,769) $490,065 
Net cash used in investing activities $(90,140) $(25,592)
Net cash (used in) provided by financing activities $440,980  $(424,915)

Net cash provided byused in operating activities consistedconsist of net loss of $41,182,$367,348, increased by depreciation of $84,535,$28,699, loss on disposal of property and increasedequipment of $3,390 and reduced by increase in change of operating assets and liabilities of $713,157.$6,490. We will improve our operating cash flow by closely monitoring the timely collection of accounts and other receivables. We generally do not hold any significant inventory for more than ninety days, as we typically manufacture upon customers’ order.

 

Net cash used in investing activities consistedconsist of payment for acquisition of subsidiaries of $3,025,751 and purchase of plant and equipment of $76,788.$90,140.

 

Net cash provided by financing activities consistedconsist of repayment of related party borrowings of $2,770,201$209,699 and we received related party proceeds of $4,778,063. Additionally, we repaid third party borrowings of $525,978 and we received third party proceeds of $829,081.$650,679.

 

Financial Condition, Liquidity and Capital Resources

 

As of December 31, 2017,June 30, 2019, we had cash on hand of $146,365,$298,569, total current assets of $8,394,391$2,682,264 and current liabilities of $10,364,081.$6,296,015. 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.

 

Foreign Currency Translation Risk

 

Our operations are located in the China, which may give rise to significant foreign currency risks from fluctuations and the degree of volatility in foreign exchange rates between the U.S. dollar and the Chinese Renminbi (“RMB”). All of our sales are in RMB. In the past years, RMB continued to appreciate against the U.S. dollar. As of December 31, 2017,June 30, 2019, the market foreign exchange rate had increased to RMB 6.656.87 to one U.S. dollar. Our financial statements are translated into U.S. dollars using the closing rate method. The balance sheet items are translated into U.S. dollars using the exchange rates at the respective balance sheet dates. The capital and various reserves are translated at historical exchange rates prevailing at the time of the transactions while income and expenses items are translated at the average exchange rate for the period. All translation adjustments are included in accumulated other comprehensive income in the statement of equity. The foreign currency translation lossgain for the three and nine months ended December 31, 2017June 30, 2019 and 2018 was $29,568$37,002 and $99,407,$74,905, 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, 2017June 30, 2019 that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable to smaller reporting companies.

Item 4. Controls and Procedures

 

Disclosure Controls and Procedures

 

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

 

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

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Management’s Report on Internal Control over Financial Reporting

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

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of June 30, 2019, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.

We did not maintain a sufficient complement of personnel with an appropriate level of knowledge of accounting, experience, and training commensurate with its financial reporting requirements.

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

As a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of June 30, 2019 based on criteria established in Internal Control- Integrated Framework issued by COSO.

 

Changes in Internal Controls over Financial Reporting

 

There was no change in the Company’s internal control over financial reporting period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Limitations on the Effectiveness of Controls

Our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives as specified above. Management does not expect, however, that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and fraud. Any control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to 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 legal proceedings or be subject to claims arising in the ordinary course of our business. We are not presently a party to any legal proceedings that in the opinion of our management, if determined adversely to us, would individually or taken together have a material adverse effect on our business, operating results, financial condition, or cash flows.

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Item 1A. Risk Factors

As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 1A.

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

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

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

 

Item 6. Exhibits

 

The following exhibits are included as part of this report:

Exhibit

Number

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

*Filed herewith.

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SIGNATURES

 

Pursuant to the requirements of 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.ADDENTAX GROUP CORP.
   
Date: August 14, 2019By:/s/ Hong Zhida
 Name:Hong Zhida
 Title:President, Treasurer, SecretaryChief Executive Officer and Director,
  (Principal Executive Financial and Accounting Officer)
   
Date: August 14, 2019Date:By:November 8, 2018/s/ Huang Chao
Huang Chao
Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)

16