UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

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

 

For the quarterly period ended: June 30, 2024

 

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _____________ to _________________

 

Commission File No. 333-206097

 

ADDENTAX GROUP CORP.

(Exact name of registrant as specified in its charter)

 

Nevada		35-2521028
(State or other jurisdiction of		(I.R.S. Employer
incorporation or formation)		Identification Number)

 

Kingkey 100, Block A, Room 4805,

Luohu District, Shenzhen City, China 518000

(Address of principal executive offices)

 

+ (86) 755 86961 405

(Registrant’s telephone number)

 

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

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		ATXG		Nasdaq Capital Markets

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

☒ Yes ☐ No

 

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

☒ Yes ☐ No

 

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

 

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
Emerging growth ☒

 

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

 

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

 

As of August 14, 2024, there were 6,043,769 shares outstanding of the registrant’s common stock.

 

 

 

TABLE OF CONTENTS

 

	PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	F-1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	13
Item 4.	Controls and Procedures	13
	PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	14
Item 1A.	Risk Factors	14
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	14
Item 3.	Defaults Upon Senior Securities	14
Item 4.	Mine Safety Disclosures	14
Item 5.	Other Information	14
Item 6.	Exhibits	14

 

 

PART I – FINANCIAL INFORMATION

 

Item 1. Financial Statements and Supplementary Data

 

ADDENTAX GROUP CORP.

 

FINANCIAL STATEMENTS

 

For the three months ended June 30, 2024 and 2023

 

TABLE OF CONTENTS

 

Condensed Consolidated Balance sheets as of June 30, 2024 and March 31, 2024 (unaudited)	F-2
Condensed Consolidated Statements of Income and Comprehensive Income for the Three months ended June 30, 2024 and 2023 (unaudited)	F-3
Condensed Consolidated Statements of Changes in Equity for the three months ended June 30, 2024 and 2023 (unaudited)	F-4
Condensed Consolidated Statements of Cash Flows for the three months ended June 30, 2024 and 2023 (unaudited)	F-5
Notes to Condensed Consolidated Financial Statements for the three months ended June 30, 2024 and 2023 (unaudited)	F-6 – F-15

 

 

ADDENTAX GROUP CORP. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

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

(UNAUDITED)

 

		June 30, 2024				March 31, 2024
ASSETS
CURRENT ASSETS
Cash and cash equivalents		$	904,171			$	816,186
Restricted cash			2,750,000				2,750,000
Accounts receivables, net			1,289,037				2,106,451
Debt securities held-to-maturity			17,500,000				17,500,000
Inventories			170,955				63,505
Prepayments and other receivables			2,151,432				1,922,996
Advances to suppliers			1,071,200				1,009,362
Amount due from related party			3,469,667				3,012,892
Total current assets			29,306,462				29,181,392
NON-CURRENT ASSETS
Plant and equipment, net			523,402				568,854
Operating lease right of use asset			19,429,813				19,796,564
Long-term prepayments			266,743				291,938
Long-term receivables			2,500,000				2,500,000
Total non-current assets			22,719,958				23,157,356
TOTAL ASSETS		$	52,026,420			$	52,338,748
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Short-term loan		$	573,696			$	440,671
Accounts payable			156,961				359,488
Amount due to related parties			1,074,129				1,146,745
Advances from customers			182,378				202,567
Accrued expenses and other payables			1,312,779				1,372,962
Operating lease liability current portion			1,050,897				1,059,497
Total current liabilities			4,350,840				4,581,930
NON-CURRENT LIABILITIES
Convertible debts			3,518,999				2,684,697
Derivative liabilities			153,477				287,955
Operating lease liability			18,515,905				18,737,066
Total non-current liabilities			22,188,381				21,709,718
TOTAL LIABILITIES		$	26,539,221			$	26,291,648
EQUITY
Common stock ($0.001 par value, 250,000,000 shares authorized, 6,043,769 and 5,383,769 shares issued and outstanding at June 30 and March 31, 2024, respectively)		$	6,044			$	5,384
Additional paid-in capital			35,157,009				34,510,869
Accumulated Deficit			(9,790,301	)			(8,569,190	)
Statutory reserve			37,020				37,020
Accumulated other comprehensive loss			77,427				63,017
Total equity			25,487,199				26,047,100
TOTAL LIABILITIES AND EQUITY		$	52,026,420			$	52,338,748

 

See accompanying notes to the unaudited condensed consolidated financial statements.

 

 

ADDENTAX GROUP CORP. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

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

 

		2024				2023
		Three months ended June 30,
		2024				2023
REVENUES		$	851,033			$	1,052,506
COST OF REVENUES			(648,438	)			(815,597	)
GROSS PROFIT			202,595				236,909
OPERATING EXPENSES
Selling and marketing			(139,360	)			-
General and administrative			(568,251	)			(497,858	)
Total operating expenses			(707,611	)			(497,858	)
(LOSS) INCOME FROM OPERATIONS			(505,016	)			(260,949	)
Fair value gain or loss			134,217				(1,288,003	)
Interest income			368				1,724
Interest expenses			(847,682	)			(1,292,715	)
Other income (expense), net			(2,514	)			112,486
(LOSS) INCOME BEFORE INCOME TAX EXPENSE			(1,220,627	)			(2,727,457	)
INCOME TAX EXPENSE			(484	)			(1,264	)
NET (LOSS) INCOME			(1,221,111	)			(2,728,721	)
Foreign currency translation gain (loss)			14,410				87,450
TOTAL COMPREHENSIVE (LOSS) INCOME		$	(1,206,701	)		$	(2,641,271	)
EARNINGS (LOSS) PER SHARE
Basic and diluted			(0.25	)			(0.83	)
Weighted average number of shares outstanding – Basic and diluted			4,822,421				3,273,964

 

See accompanying notes to the unaudited condensed consolidated financial statements.

 

 

ADDENTAX GROUP CORP. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

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

 

		Shares				Amount				capital				Unrestricted				reserve				loss				Total Equity
														Retained earnings								Accumulated
										Additional				(accumulated deficit)								other
		Common Stock								paid-in								Statutory				comprehensive
		Shares				Amount				capital				Unrestricted				reserve				loss				Total Equity
BALANCE AT MARCH 31, 2023			35,454,670			$	35,455			$	29,528,564			$	(5,451,209	)		$	28,457			$	(19,473	)		$	24,121,794
Issuance of new shares			1,940,750				1,941				(1,941	)			-				-				-				-
Reverse stock split			(33,655,878	)			(33,656	)			33,656				-				-				-				-
New shares for round up of fragmental shares			39				0				0				-				-				-				-
Additional paid-in capital from conversion of convertible debts			-				-				2,846,038				-				-				-				2,846,038
Foreign currency translation			-				-				-				-				-				87,450				87,450
Net income for the period			-				-				-				(2,728,721	)			-				-				(2,728,721	)
BALANCE AT JUNE 30, 2023			3,739,581			$	3,740			$	32,406,317			$	(8,179,930	)		$	28,457			$	67,977			$	24,326,561
BALANCE AT MARCH 31, 2024			5,383,769			$	5,384			$	34,510,869			$	(8,569,190	)		$	37,020			$	63,017			$	26,047,100
Balance			5,383,769			$	5,384			$	34,510,869			$	(8,569,190	)		$	37,020			$	63,017			$	26,047,100
Issuance of new shares			660,000				660				646,140				-				-				-				646,800
Foreign currency translation			-				-				-				-				-				14,410				14,410
Net income for the period			-				-				-				(1,221,111	)			-				-				(1,221,111	)
BALANCE AT JUNE 30, 2024			6,043,769			$	6,044			$	35,157,009			$	(9,790,301	)		$	37,020			$	(77,427	)		$	25,487,199
Balance			6,043,769			$	6,044			$	35,157,009			$	(9,790,301	)		$	37,020			$	(77,427	)		$	25,487,199

 

See accompanying notes to the unaudited condensed consolidated financial statements.

 

 

ADDENTAX GROUP CORP. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

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

 

		2024				2023
		Three Months Ended June 30
		2024				2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss		$	(1,221,111	)		$	(2,728,721	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation			431,299				74,783
Non-cash financial cost			834,041				1,290,818
Investment income			-				(109,375	)
Fair value gain or loss			(134,217	)			1,288,003
Loss from sale of property and equipment			20,784				-
Changes in operating assets and liabilities
Accounts receivable			817,414				(104,404	)
Inventories			(107,450	)			19,786
Advances to suppliers			(61,838	)			(622,089	)
Other receivables			(228,436	)			(47,494	)
Accounts payables			(226,787	)			(25,659	)
Accrued expenses and other payables			(296,695	)			(144,374	)
Advances from customers			(20,189	)			(2,152	)
Net cash used in operating activities		$	(193,185	)		$	(1,110,878	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment and intangible assets			(27,364	)			-
Net cash used in investing activities		$	(27,364	)		$	-
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from related party borrowings			113,827				1,451,157
Repayment of related party borrowings			(179,247	)			(1,831,373	)
Release of restricted cash			-				1,350,000
Proceeds from bank borrowings			334,372				-
Repayment of bank borrowings			(198,490	)			-
Cash advance to related parties			(1,148,824	)			-
Repayment from related parties			738,023				-
Proceeds from issue of ordinary shares			646,800				-
Net cash provided by financing activities		$	306,461			$	969,784
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS			85,912				(141,094	)
Effect of exchange rate changes on cash and cash equivalents			2,073				65,598
Cash and cash equivalents, beginning of the period			816,186				562,711
CASH AND CASH EQUIVALENTS, END OF THE PERIOD		$	904,171			$	487,215
Supplemental disclosure of cash flow information:
Cash paid during the period for interest		$	13,311			$	-
Cash paid during the period for income tax		$	484			$	1,264
Supplemental disclosure of non-cash investing and financing activities:
Right-of-use assets obtained in exchange for operating lease obligations		$	-			$	1,219

 

See accompanying notes to the unaudited condensed consolidated financial statements.

 

 

ADDENTAX GROUP CORP. AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

1. ORGANIZATION AND BUSINESS ACQUISITIONS

 

ATXG and its subsidiaries (the “Company”) are engaged in the business of garments manufacturing, providing logistic services, property leasing and management service in the People’s Republic of China (“PRC” or “China”).

 

2. BASIS OF PRESENTATION

 

In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments of a normal recurring nature that are necessary for a fair presentation of the results for the interim periods presented. All significant intercompany transactions and balances are eliminated in consolidation. However, the results of operations included in such financial statements may not necessarily be indicative of annual results.

 

The Company uses the same accounting policies in preparing quarterly and annual financial statements. Certain information and footnote disclosures normally included in the annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended March 31, 2024 filed with the Securities and Exchange Commission (“SEC”) on July15, 2024 (“2023 Form 10-K”).

 

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

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.

 

There is no change in the accounting policies for the three months ended June 30, 2024.

 

Recently issued accounting pronouncements

 

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments. This standard requires a financial asset (or group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. This standard will be effective for the Company on April 1, 2023. The Company is currently evaluating the impact the adoption of this ASU will have on its consolidated financial statements.

 

Accounting for Convertible Instruments: In August 2020, FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (ASU 2020-06), as part of its overall simplification initiative to reduce costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided to users of financial statements. Among other changes, the new guidance removes from GAAP separation models for convertible debt that require the convertible debt to be separated into a debt and equity component, unless the conversion feature is required to be bifurcated and accounted for as a derivative or the debt is issued at a substantial premium. As a result, after adopting the guidance, entities will no longer separately present such embedded conversion features in equity and will instead account for the convertible debt wholly as debt. The new guidance also requires use of the “if-converted” method when calculating the dilutive impact of convertible debt on earnings per share, which is consistent with the Company’s current accounting treatment under the current guidance. The guidance is effective for financial statements issued for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years, with early adoption permitted, but only at the beginning of the fiscal year.

 

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. RELATED PARTY TRANSACTIONS

 SCHEDULE OF RELATED PARTIES RELATIONSHIP WITH COMPANY 

Name of Related Parties		Relationship with the Company
Zhida Hong		President, CEO, and a director of the Company
Hongye Financial Consulting (Shenzhen) Co., Ltd.		A company controlled by CEO, Mr. Zhida Hong
Bihua Yang		A legal representative of XKJ
Dewu Huang		A legal representative of YBY
Jinlong Huang		Management of HSW

 

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

 

Hongye Financial Consulting (Shenzhen) Co., Ltd. provided guarantee to the consideration receivable of transfer of a debt security to a third party.

 

The Company had the following related party balances as of June 30, 2024 and March 31, 2024:

 

SCHEDULE OF AMOUNT DUE FROM RELATED PARTY

Amount due from related party		June 30, 2024				March 31, 2024
Zhida Hong (1)		$	2,521,174			$	2,154,759
Bihua Yang (2)			948,493				858,133
Amount due from related party		$	3,469,667			$	3,012,892

 

	(1)	The increase of related party from Hong Zhida was short term loan to Hong Zhida, which is interest free and would be repaid in one year.
	(2)	The increase of related party debt from Yang Bihua was mainly due to the cash paid in advance to Yang Bihua. During the quarter ended June 30, 2024, the Company provided a short term loan of approximately $0.35 million to Yang Bihua and received repayment of approximately $0.25 million from him.

 

 SCHEDULE OF RELATED PARTIES BORROWINGS

Related party borrowings		June 30, 2024				March 31, 2024
Hongye Financial Consulting (Shenzhen) Co., Ltd.			46,017				170,967
Dewu Huang (3)			858,943				864,599
Jinlong Huang			169,169				111,179
Related party borrowings		$	1,074,129			$	1,146,745

 

	(1)	The increase of related party from Hong Zhida was short term loan to Hong Zhida, which is interest free and would be repaid in one year.
	(2)	The increase of related party debt from Yang Bihua was mainly due to the cash paid in advance to Yang Bihua. During the quarter ended June 30, 2024, the Company provided a short term loan of approximately $0.35 million to Yang Bihua and received repayment of approximately $0.25 million from him.
	(3)	The Company received financial support from Huang Dewu to fund company’s daily operation. The decrease is mainly due to repayment of the debt.

 

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

 

5. DEBT SECURITIES HELD-TO-MATURITY

 SCHEDULE OF DEBT SECURITIES HELD TO MATURITY

		June 30, 2024				March 31, 2024
Debt securities held-to-maturity		$	17,500,000			$	17,500,000

 

The Company purchased a note issued by a third-party investment company on August 24, 2022. The principal amount of the note is $17,500,000. The note is renewable with one-year tenor on August 23, 2023 and 2.5% p.a. coupon. As of June 30, and March 31, 2024, the coupon receivable was both $437,500. On August 23, 2023, the Company entered into an agreement to transfer the principal and coupon receivable to a third party. According to the agreement, the consideration receivable was $17,937,500 and interest free. The debt is guaranteed by Hongye Financial Consulting (Shenzhen) Co., Ltd., the company controlled by our CEO, Mr. Hong Zhida.

 

6. INVENTORIES

 

Inventories consist of the following as of June 30, and March 31, 2024:

 SCHEDULE OF INVENTORIES

		June 30, 2024				March 31, 2024
Raw materials		$	28,564			$	20,947
Work in progress			11,966				-
Finished goods			130,425				42,558
Total inventories		$	170,955			$	63,505

 

 

7. 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.

 

8. PREPAYMENTS AND OTHER RECEIVABLES

 

Prepayments and other receivables consist of the following as of June 30 and March 31, 2024:

 SCHEDULE OF PREPAYMENTS AND OTHER RECEIVABLES

		June 30, 2024				March 31, 2024
Prepayment			29,813				34,693
Deposit			736,659				741,465
Receivable of consideration on disposal of subsidiaries			-				152,882
Receivable of consideration of convertible note issued (Note)			437,500				437,500
Other receivables			947,460				556,456
Prepayments and other receivables		$	2,151,432			$	1,922,996

 

Note: The coupon receivable of the debt security held-to-maturity was transferred together with the principal to a third party. It is guaranteed by Hongye Financial Consulting (Shenzhen) Co., Ltd., a company controlled by our CEO, Mr. Hong Zhida. (Note 5)

 

9. PROPERTY, PLANT AND EQUIPMENT

 

Property, plant and equipment consists of the following as of June 30 and March 31, 2024:

 

SCHEDULE OF PROPERTY PLANT AND EQUIPMENT

		June 30, 2024				March 31, 2024
Production plant		$	105,053			$	105,738
Motor vehicles			876,415				1,047,121
Office equipment			52,145				52,486
Property, plant and equipment gross			1,033,614				1,205,345
Less: accumulated depreciation			(510,212	)			(636,491	)
Plant and equipment, net		$	523,402			$	568,854

 

Depreciation expense for the three months ended June 30, 2024 and 2023 was $48,977 and $33,982, respectively.

 

 

10. LONG-TERM RECEIVABLES

 

The Company entered into a long-term loan agreement with an independent third party in September 2022. The principal to the borrower is $2.5 million. The loan is interest free and will expire in August 2025.

 

11. SHORT-TERM BANK LOAN

 

In August 2019, HSW entered into a facility agreement with Agricultural Bank of China and obtained a line of credit, which allows the Company to borrow up to approximately $153,172 (RMB1,000,000) for daily operations. The loans are guaranteed at no cost by the legal representative of HSW. As of June 30, 2024, the Company has borrowed $129,931 (RMB944,255) (March 31, 2024: $130,779) under this line of credit with various annual interest rates from 4.34% to 4.9%. The outstanding loan balance was due on September 30, 2021. The Company was not able to renew the loan facility with the bank. The Company is negotiating with the bank on repayment schedule of the loan balance and interest payable.

 

In February 2023, XKJ entered into a facility agreement with China Construction Bank and obtained a line of revolving credit, which allows the Company to borrow up to approximately $1,268,118 (RMB9,000,000) for daily operations, with Loan Prime Rate of the day prior to the draw down day. The loans are guaranteed by the legal representative of XKJ at no cost. The first drawdown was in October 2023. Before that, the company did not exercise the agreement. As of June 30, 2024, the Company has borrowed $254,563 (RMB1,850,000) (March 31, 2024: $110,799) under this line of credit with annual interest rate of 3.9%. The revolving credit facility will be expired on February 1, 2026.

 

In December 2023, PF entered into a facility agreement with Sichuan Xinwang Bank Co., Ltd. and obtained a line of credit, which allows the Company to borrow up to approximately $68,800 (RMB500,000) for daily operations. As of June 30, 2024, the Company has borrowed $51,600 (RMB375,000) (March 31, 2024: $60,593) under this line of credit with annual interest rate of 16.2%. The loan facility will be expired on December 26, 2025.

 

In March 2024, PF entered into a new facility agreement with WeBank Co., Ltd. and obtained a line of credit, which allows the Company to borrow up to approximately $137,602 (RMB1,000,000) for daily operations. As of June 30, 2024, the Company has borrowed $137,602 (RMB1,000,000) (March 31, 2024: $138,500) under this line of credit with annual interest rate of 8.244%. The loan facility will expire on March 22, 2026.

 

12. TAXATION

 

(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. It’s wholly owned subsidiary of Addentax Group Corp.

 

Yingxi HK (Yingxi Industrial Chain Investment Co., Ltd.) was incorporated in Hong Kong which is indirectly wholly owned by Addentax Group Corp., and is subject to Hong Kong income tax at a progressive 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 June 30, 2024 and 2023.

 

YX, our wholly owned subsidiary, were incorporated in the PRC and is subject to the EIT tax rate of 25%. No provision for income taxes in the PRC has been made as YX had no taxable income for the three months ended June 30, 2024 and 2023.

 

The Company is governed by the Income Tax Laws of the PRC. All Yingxi’s operating companies were subject to progressive EIT rates from 5% to 15% in 2024 and 2023. The preferential tax rate will be expired at end of year 2024 and the EIT rate will be 25% from year 2025.

 

The Company’s parent entity, Addentax Group Corp. is a U.S entity and is subject to the United States federal income tax. No provision for income taxes in the United States has been made as Addentax Group Corp. had no United States taxable income for the three months ended June 30, 2024 and 2023.

 

 

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

 SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION

		2024				2023
		Three months ended
		June 30,
		2024				2023
PRC statutory tax rate			25	%			25	%
Computed expected benefits (expense)			(305,157	)			(681,864	)
Temporary differences			24,191				6,150
Permanent difference			32,612				82,125
Changes in valuation allowance			248,838				594,853
Income tax expense		$	484			$	1,264

 

Deferred tax assets had not been recognized in respect of any potential tax benefit that may be derived from non-capital loss carry forward and property and equipment due to past negative evidence of previous cumulative net losses and uncertainty upon restructuring. The management will continue to assess at each reporting period to determine the realizability of deferred tax assets.

 

(b)	Value Added Tax (“VAT”)

 

In accordance with the relevant taxation laws in the PRC, the normal VAT rate for domestic sales is 13%, which is levied on the invoiced value of sales and is payable by the purchaser. The subsidiaries HSW, YBY, AOT, ZHJ and YS enjoyed preferential VAT rate of 13%. The companies are required to remit the VAT they collect to the tax authority. A credit is available whereby VAT paid on purchases can be used to offset the VAT due on sales.

 

For services, the applicable VAT rate is 9% under the relevant tax category for logistic company, except the branch of YXPF enjoyed the preferential VAT rate of 3% in 2024 and 2023. The Company is required to pay the full amount of VAT calculated at the applicable VAT rate of the invoiced value of sales as required. A credit is available whereby VAT paid on gasoline and toll charges can be used to offset the VAT due on service income.

 

13. CONSOLIDATED SEGMENT DATA

 

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

 

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

 

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

 

 

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

 

Revenues by segment for the three months ended June 30, 2024 and 2023 are as follows:

 SCHEDULE OF SEGMENT REPORTING FOR REVENUE

Revenues from external customers		2024				2023
		Three months ended June 30,
Revenues from external customers		2024				2023
Garments manufacturing segment		$	86,602			$	53,873
Logistics services segment			486,507				998,633
Property management and subleasing			277,924				-
Total of reportable segments			851,033				1,052,506
Corporate and other			-				-
Total of reportable segments and consolidated revenue		$	851,033			$	1,052,506
Intersegment revenue
Garments manufacturing segment			-				-

 

Loss from operations by segment for the three ended June 30, 2024 and 2023 are as follows:

 SCHEDULE OF SEGMENT REPORTING FOR LOSS FROM OPERATION

		2024				2023
		Three months ended
		June 30,
		2024				2023
Garment manufacturing segment		$	(63,645	)		$	(22,155	)
Logistics services segment			20,879				1,934
Property management and subleasing			(204,433	)			-
Total of reportable segments			(247,199	)			(20,221	)
Corporate and other			(257,817	)			(240,728	)
Total consolidated income from operations		$	(505,016	)		$	(260,949	)

 

Total assets by segment as of June 30 and March 31, 2024 are as follows:

 SCHEDULE OF SEGMENT REPORTING FOR ASSETS

Total assets		June 30, 2024				March 31, 2024
Garment manufacturing segment		$	1,417,550			$	1,357,761
Logistics services segment			3,053,551				3,231,492
Property management and subleasing			20,480,902				20,931,431
Total of reportable segments			24,952,003				25,520,684
Corporate and other			27,074,417				26,818,064
Consolidated total assets		$	52,026,420			$	52,338,748

 

Geographical Information

 

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

 

Geographic Information

 SCHEDULE OF GEOGRAPHICAL INFORMATION

		Three months ended June 30,
		2024				2023
Revenues						-
China			851,033				1,052,506

 

		June 30, 2024				March 31, 2024
Long-Lived Assets
China			22,719,958				23,157,356

 

 

14. FINANCIAL INSTRUMENTS

 

On January 4, 2023, the Company entered into a series of agreements with certain accredited investors, pursuant to which the Company received a net proceed of $15,000,000 in consideration of the issuance of:

 

	●	senior secured convertible notes in the aggregate original principal amount of approximately $16.7 million with interest rate of 5% per annum (the “Convertible Notes”); The Convertible Notes shall be matured on July 4, 2024. The conversion price is $1.25, subject to adjustment under several conditions.
	●	warrants to purchase up to approximately 16.1 million shares of common stock of the Company (the “Common Stock”) until on or prior to 11:59 p.m. (New York time) on the five-year anniversary of the closing date at an exercise price of $1.25 per share, also subject to adjustment under several conditions.

 

The Warrant is considered a freestanding instrument issued together with the Convertible Note and measured at its issuance date fair value. Proceeds received were first allocated to the Warrant based on its initial fair value. The initial fair value of the Warrant was $3.9 million. The Warrant were marked to the market with the changes in the fair value of warrant recorded in the consolidated statements of operations and comprehensive loss. As of June 30, 2024, the balance of the Warrant was approximately $0.1 million (March 31, 2024: $2.0 million).

 

The Convertible Note is classified as a liability and is subsequently stated at amortized cost with any difference between the initial carrying value and the repayment amount as interest expenses using the effective interest method over the period from the issuance date to the maturity date. The embedded conversion feature should be bifurcated and separately accounted for using fair value, as this embedded feature is considered not clearly and closely related to the debt host. The bifurcated conversion feature was recorded at fair value with the changes recorded in the consolidated statements of operations and comprehensive loss. The initial fair value of the embedded conversion feature was $1.2 million. As of June 30, 2024, the fair value of the conversion option was $0.04 million (March 31, 2024: $0.04 million).

 

The Company determined that the other embedded features do not require bifurcation as they either are clearly and closely related to the Convertible Note or do not meet the definition of a derivative.

 

The total proceeds of the Convertible Note and the Warrants, net of issuance cost, of $15.0 million was received by the Company in January 2023, and allocated to each of the financial instruments as following:

 SCHEDULE OF FINANCIAL INSTRUMENTS

		As of January 4, 2023
Derivative liabilities – Fair value of the Warrants		$	3,858,521
Derivative liabilities – Embedded conversion feature			1,247,500
Convertible Note			9,893,979
		$	15,000,000

 

In January 2023, the Company also granted to the placement agent a warrant as partial of agent fee to purchase 0.7 million shares of common stock of the Company. The warrant is matured in five years with exercise price of $1.25 subject to adjustments under different conditions. The warrant was recognized as derivative liability and the initial fair value was $0.168 million.

 

The Company’s convertible notes obligations were as the following for the three months ended June 39, 2024 and 2023:

 SCHEDULE OF CONVERTIBLE NOTES OBLIGATION

		2024				2023
		Three months ended
		June 30,
		2024				2023
Carrying value – beginning balance		$	2,684,697			$	11,219,519
Converted to ordinary shares			-				(2,882,444	)
Amortization of debt discount			682,648				914,196
Deferred debt discount and cost of issuance			261				(1,117,667	)
Interest charge			151,393				376,622
Carrying value – ending balance		$	3,518,999			$	8,510,226

 

During the three months ended June 30, 2024, no convertible note was converted into ordinary shares. During the three months ended June 30, 2023, $1.5 million of the convertible notes was converted into approximately 2.3 million ordinary shares, with average effective conversion price of $0.6795 per share.

 

The Company’s derivative liabilities were as the following for the three months ended March 31, 2024 and 2023:

 SCHEDULE OF DERIVATIVE LIABILITIES

		2024				2023
		Three months ended
		June 30,
		2024				2023
Derivative liabilities –Warrants		$				$	-
Beginning balance			251,657				2,013,261
Marked to the market			(134,217	)			805,302
Ending fair value			117,440				2,818,563
Derivative liabilities – Embedded conversion feature
Beginning balance			36,298				277,222
Converted to ordinary shares			-				(113,594	)
Remeasurement on change of convertible price			(261	)			1,117,667
Marked to the market			-				482,702
Ending fair value			36,037				1,763,997
Total Derivative fair value at end of period		$	153,477			$	4,582,560

 

 

15. LEASE

 

As a lessee

 

Right-of-use asset and lease liabilities

 

The Company recognized right-of-use asset as well as lease liability according to the ASC 842, Leases (with the exception of short-term leases). Lease liabilities are measured at present value of the sum of remaining rental payments as of June 30, 2024, with discounted rate of 4.9%. A single lease cost is recognized over the lease term on a generally straight-line basis. All cash payments of operating lease cost are classified within operating activities in the statement of cash flows.

 

The Company leases its head office. The lease period is 5 years with an option to extend the lease. The Company leases its plant and dormitory for 4.5 years with an option to extend the lease. The Company leased several floors in a commercial building for its sublease and property management services business for 16 years with an option to extend the lease.

 

The Following table summarizes the components of lease expense:

 SCHEDULE OF LEASE EXPENSES

		2024				2023
		Three months ended June 30,
		2024				2023
Operating lease cost			259,082				43,438
Short-term lease cost			36,463				23,557
Lease Cost		$	295,545			$	66,995

 

The following table summarizes supplemental information related to leases:

 SCHEDULE OF SUPPLEMENTAL INFORMATION RELATED TO LEASES

		2024				2023
		Three months ended June 30,
		2024				2023
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flow from operating leases		$	295,545			$	66,995
Right-of-use assets obtained in exchange for new operating leases liabilities			-				1,219
Weighted average remaining lease term - Operating leases (years)			14.2				2.0
Weighted average discount rate - Operating leases			4.90	%			4.75	%

 

The following table summarizes the maturity of operating lease liabilities:

 SCHEDULE OF MATURITY OF OPERATING LEASE LIABILITY

Years ending June 30		Lease cost
2025		$	1,102,227
2026			997,534
2027			988,347
2028			1,636,236
2029 and there after			24,436,242
Total lease payments			29,160,586
Less: Interest			(9,593,784	)
Total		$	19,566,802

 

As a lessor

 

The Company subleased its leased commercial building by entering into operating leases to third party garment wholesalers and retailers. These leases are negotiated for terms ranging from one to five years. All leases include the term to enable upward revision of the rental charge on an annual basis according to prevailing market conditions.

 

Rental income from subleasing is disclosed in Note 13 segment data.

 

The future minimum rental receivable under non-cancellable operating leases contracted for the reporting period are as follows:

SCHEDULE OF FUTURE MINIMUM RENT RECEIVABLE 

Years ending June 30		Lease income
2025		$	613,648
2026			531,752
2027			431,043
2028			202,110
2029 and there after			-
Total		$	1,778,553

 

 

16. SHARE CAPITAL

 

The Company effected the amendment and combination to the outstanding shares of our common stock into a lesser number of outstanding shares (the “Reverse Stock Split Amendment”) on a ratio of one-for-ten, with effected date on June 26, 2023.

 

On April 29, 2024, the Company entered into two Private Placement Agreements (the “Agreement”) with certain individual investors (the “Investors”) who are independent third parties, pursuant to which the Company issued to each of the investor 330,000 shares of its common stock, par value $0.001 per share, at a price of $0.98 per share (the “Common Stock”), resulting in aggregate gross proceeds to the Company of $646,800, which closed on the same day. Pursuant to the Agreement, the Company issued an aggregate of 660,000 unregistered shares of common stock to the Investors.

 

There are 6,043,769 and 5,383,769 ordinary shares issued and outstanding at June 30, 2024 and March 31, 2024, respectively.

 

17. RISKS AND UNCERTAINTIES

 

(a)	Economic and Political Risks

 

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

 

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

 

(b)	Foreign Currency Translation

 

The Company’s reporting currency is the U.S. dollar. The functional currency of the parent company is the U.S. dollar and the functional currency of the Company’s operating subsidiaries is the Chinese Renminbi (“RMB”). For the subsidiaries whose functional currencies are the RMB, all assets and liabilities are translated at exchange rates at the balance sheet date, which was 7.27 and 7.22 as of June 30, 2024 and March 31, 2024, respectively. Revenue and expenses are translated at the average yearly exchange rates, which was 7.004 and 7.241 for the three months ended June 30, 2024 and 2023, respectively. Equity is translated at historical exchange rates. Any translation adjustments resulting are not included in determining net income but are included in foreign exchange adjustments to other comprehensive loss, a component of equity.

 

 

(c)	Concentration Risks

 

The followings are the percentages of accounts receivable balance of the top customers over accounts receivable for each segment as of June 30, 2024 and March 31, 2024.

 

Garment manufacturing segment

 SCHEDULE OF CONCENTRATION RISKS

		June 30, 2024				March 31, 2024
Customer A			93.2	%			100.0	%
Customer B			6.1	%			-	%
Customer C			0.5	%			-
Customer D			0.2	%			-

 

The high concentration as of June 30, 2024 was mainly due to business development of a large distributor of garments.

 

Logistics services segment

 

		June 30, 2024				March 31, 2024
Customer A			22.0	%			23.3	%
Customer B			20.9	%			15.9	%
Customer C			12.9	%			16.2	%
Customer D			10.1	%			8.9	%
Customer E			4.9	%			1.1	%

 

Property management and subleasing segment

 

There is no account receivable for Property management and subleasing segment as for June 30, and March 31, 2024.

 

Concentration on customers

 

For the three months ended June 30, 2024, one customer from Logistics services segment provided more than 10% of total revenue of the Company, representing 16.1% of total revenue of the Company for the three months.

 

For the three months ended June 30, 2023, three customers from Logistics services segment provided more than 10% of total revenue of the Company, representing 40.6% of total revenue of the Company for the three months.

 

Concentration on suppliers

 

The following tables summarized the purchases from five largest suppliers of each of the reportable segments for the three months ended June 30, 2024 and 2023.

 SCHEDULE OF PURCHASES FROM SUPPLIERS

		Three months ended
		June 30,
		2024				2023
Garment manufacturing segment		Nil		%		Nil		%
Logistics services segment			100.0	%			100.0	%
Property management and subleasing			Nil	%			Nil	%

 

(d)	Interest Rate Risk

 

The Company’s exposure to interest rate risk primarily relates to the interest expenses on our outstanding bank borrowings and the interest income generated by cash invested in cash deposits and liquid investments. As of June 30, 2024, the total outstanding borrowings amounted to $573,696 (RMB4,169,255) with various interest rate from 4.34% to 16.2% p.a. (Note 11)

 

18. SUBSEQUENT EVENTS

 

To focus on the core businesses of the Group, the Company decided to dissolve one of its subsidiaries, Zhuang Hao Jia (Dongguan) Decoration Engineering Co., Ltd. (“ZHJ”). The dissolution is in process up to the date of this report.

 

In July 2024, the Company entered into agreement with the holder of the convertible notes to extend the maturity date to July 4, 2025. Other than the extension of the maturity date, there is no other amendment to the original note. The original note will continue in full force and effect.

 

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

 

 

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

 

The following discussion and analysis of our financial condition and results of operations for the three months ended June 30, 2023 and 2022 should be read in conjunction with the Financial Statements and corresponding notes included in this Report on Form 10-Q. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our 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 (Addentax Group Corp.) are a Nevada holding company with no material operations of our own. We conduct substantially all of our operations through our operating companies established in the People’s Republic of China, or the PRC, primarily Shenzhen Qianhai Yingxi Industrial Chain Service Co., Ltd. (“YX”), our wholly owned subsidiary and its subsidiaries. We are not a Chinese operating company. We are a holding company and do not directly own any substantive business operations in China. Our holding company structure involves unique risks to investors. Chinese regulatory authorities could disallow our operating structure, which would likely result in a material change in our operations and/or the value of our common stock, including that it could cause the value of such securities to significantly decline or become worthless. Our holding company, Addentax Group Corp., is listed on the Nasdaq Capital Market under the symbol of “ATXG”. We classify our businesses into three main segments: garment manufacturing, logistics services, and property management and subleasing. The Company previously engaged in the provision of epidemic prevention supplies, which included manufacturing, distribution and trading of epidemic prevention supplies. As the COVID-19 pandemic is near an endemic, the Company ceased to operate in this business in the first quarter of 2023. The remaining assets of this business segment were reclassified into the “Corporate and others” segment. The corresponding items of segment information for the earlier periods were restated to reflect the change of the new segment structure.

 

Unless the context otherwise requires, all references in this annual report to “Addentax” refer to Addentax Group Corp., a holding company, and references to “we,” “us,” “our,” the “Registrant”, the “Company,” or “our company” refer to Addentax and/or its consolidated subsidiaries. Addentax Group Corp., our Nevada holding company, is the entity in which our investors are investing.

 

Our subsidiaries include (i) Yingxi Industrial Chain Group Co., Ltd., a Republic of Seychelles company; (ii) Yingxi Industrial Chain Investment Co., Ltd., a Hong Kong company (“Yingxi HK”); (iii) Qianhai Yingxi Textile & Garments Co., Ltd., a PRC company; (iv) Shenzhen Qianhai Yingxi Industrial Chain Services Co., Ltd, a PRC company (“YX”), (v) Dongguan Heng Sheng Wei Garments Co., Ltd, a PRC company (“HSW”), (vi) Dongguan Yushang Clothing Co., Ltd, a PRC company (“YS”), (vii) Shantou Yi Bai Yi Garment Co., Ltd, a PRC company (“YBY”), (viii) Shenzhen Yingxi Peng Fa Logistic Co., Ltd., a PRC company (“PF”); (ix) Shenzhen Xin Kuai Jie Transportation Co., Ltd, a PRC company (“XKJ”), (x) Zhuang Hao Jia (Dongguan) Decoration Engineering Co.,Ltd, a PRC company (“ZHJ”), (xi) Dongguan Au Te Si Garments Co., Ltd., a PRC company (“AOT”), (xii) Dongguan Hongxiang Commercial Co., Ltd., a PRC company (“HX”).

 

“PRC Subsidiaries” refer to, collectively, (i) Qianhai Yingxi Textile & Garments Co., Ltd.; (ii) Shenzhen Qianhai Yingxi Industrial Chain Services Co., Ltd (“YX”), (iii) Dongguan Heng Sheng Wei Garments Co., Ltd (“HSW”), (iv) Dongguan Yushang Clothing Co., Ltd (“YS”); (v) Shantou Yi Bai Yi Garment Co., Ltd (“YBY”); (vi) Shenzhen Yingxi Peng Fa Logistic Co., Ltd., a PRC company (“PF”); (vii) Shenzhen Xin Kuai Jie Transportation Co., Ltd, a PRC company (“XKJ”), (viii) Zhuang Hao Jia (Dongguan) Decoration Engineering Co.,Ltd, a PRC company (“ZHJ”), and (ix) Dongguan Aotesi Garments Co., Ltd.,, a PRC company (“AOT”), (x) Dongguan Hongxiang Commercial Co., Ltd., a PRC company (“HX”).

 

“WFOE” refers to Qianhai Yingxi Textile & Garments Co., Ltd, a wholly foreign owned enterprise in China, which is indirectly wholly owned by Addentax Group Corp.

 

Our garment manufacturing business consists of sales made principally to wholesaler located in the PRC. We have our own manufacturing facilities, with sufficient production capacity and skilled workers on production lines to ensure that we meet our high quality control standards and timely meet the delivery requirements for our customers. We conduct our garment manufacturing operations through five wholly owned subsidiaries, namely Dongguan Heng Sheng Wei Garments Co., Ltd (“HSW”), Dongguan Yushang Clothing Co., Ltd (“YS”), Shantou Yi Bai Yi Garment Co., Ltd (“YBY”), Zhuang Hao Jia (Dongguan) Decoration Engineering Co.,Ltd (“ZHJ”), and Dongguan Aotesi Garments Co., Ltd., (“AOT”), which are located in the Guangdong province, China.

 

Our logistics business consists of delivery and courier services covering 44 cities in 10 provinces and 2 municipalities 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 Yingxi Peng Fa Logistic Co., Ltd (“PF”), which are located in the Guangdong province, China.

 

Our property management and subleasing business provides shops subleasing and property management services for garment wholesalers and retailers in the garment market. We currently have an aggregate of 56,238 square meters floor space   and provide approximately 1,300 shop space to clients. In February 2023, the Company disposed of DY to an independent third party at fair value in February, 2023. We conduct our property management and subleasing operation through a wholly owned subsidiary acquired in September 2023, namely Dongguan Hongxiang Commercial Co., Ltd., a PRC company (“HX”), which is located in the Guangdong province, China.

 

To focus on the core businesses of the Group, the Company dissolved one of its subsidiaries, Shenzhen Yingxi Tongda Logistic Co., Ltd, in April 2024 and received approval from RPC authorities.

 

As at the date of this report, the Company is in the process of dissolving another subsidiary, ZHJ.

 

 

Business Objectives

 

Garment Manufacturing Business

 

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

 

Logistics Services Business

 

The business objective and future plan for our logistics services segment is to establish an efficient logistic system and to build a nationwide delivery and courier network in China. As of June 30, 2024, we provide logistics services to over 44 cities in approximately 10 provinces and 2 municipalities. We expect to develop 20 additional logistics routes in existing serving cities and improve the Company’s profit for the remainder of 2024.

 

Property Management and Subleasing Business

 

The business objective of our property management and subleasing segment is to integrate resources in shopping mall, develop e-commerce bases and the Internet celebrity economy together to drive to increase the value of the stores in the area. In February 2023, the Company disposed of DY to an independent third party and conduct the business through a wholly owned subsidiary acquired in September 2023, namely Dongguan Hongxiang Commercial Co., Ltd., a PRC company (“HX”).

 

Seasonality of Business

 

Garment Manufacturing Business

 

We generally receive more purchase orders during our second and third quarters and fewer manufacture orders during May and June.

 

Logistics Services Business

 

We generally receive more delivery orders in our third and fourth quarters and are more vulnerable to shipping delays in the PRC during Chinese New Year due to traffic and port congestion, border crossing delays and customs clearance issues.

 

Property Management and Subleasing Business

 

There is no significant seasonality in our business.

 

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 their acknowledgement of receipt of goods.

 

Logistics services business

 

For logistics services, we generally receive payments from the customers between 30 to 90 days following the date of the registration of our receipt of packages.

 

Property management and subleasing business

 

For property management and subleasing business, we generally collect rental and management fees of the following month each month in advance.

 

 

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.

 

Estimates and Assumptions

 

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

 

Revenue Recognition

 

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

 

	(i)	identification of the promised goods and services in the contract;
	(ii)	determination of whether the promised goods and services are performance obligations, including whether they are distinct in the context of the contract;
	(iii)	measurement of the transaction price, including the constraint on variable consideration;
	(iv)	allocation of the transaction price to the performance obligations; and
	(v)	recognition of revenue when (or as) the Company satisfies each performance obligation.

 

 

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

 

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

 

Leases

 

Lessee

 

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

 

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

 

Lessor

 

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

 

Accounts receivable, net

 

Accounts receivable, net are stated at the historical carrying amount net of allowance for doubtful accounts.

 

Account receivables are classified as financial assets subsequently measured at amortized cost. Account receivables are recognized when the Company becomes a party to the contractual provisions of the receivables. They are measured, at initial recognition, at fair value plus transaction costs, if any and are subsequently measured at amortized cost. The amortized cost is the amount recognized on the receivable initially, minus principal repayments, plus cumulative amortization (interest) using the effective interest method of any difference between the initial amount and the maturity amount, adjusted for any loss allowance.

 

A loss allowance for expected credit losses is recognized on account receivables and is updated at each reporting date. The Company determines the expected credit losses provisions based on ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (‘‘ASC 326’’) using a modified retrospective approach which did not have a material impact on the opening balance of accumulated deficit. To determine expected credit losses on account receivables, the Company will consider the historic credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions, and an assessment of both the current and forecasted direction of conditions at the reporting date, including the time value of money, where appropriate.

 

The loss allowance is calculated on a collective basis for all trade and other receivables in totality. An impairment gain or loss is recognized in profit or loss with a corresponding adjustment to the carrying amount of account receivables, through use of a loss allowance account. The impairment loss is included in operating expenses as a movement in credit loss allowance.

 

Receivables are written off when there is information indicating that the counterparty is in severe financial difficulty and there is no realistic prospect of recovery, e.g., when the counterparty has been placed under liquidation or has entered into bankruptcy proceedings. Receivables written off may still be subject to enforcement activities under the Company’s recovery procedures, considering legal advice where appropriate. Any recoveries made are recognized in profit or loss.

 

 

Recently issued accounting pronouncements

 

Accounting for Convertible Instruments: In August 2020, FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (ASU 2020-06), as part of its overall simplification initiative to reduce costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided to users of financial statements. Among other changes, the new guidance removes from GAAP separation models for convertible debt that require the convertible debt to be separated into a debt and equity component, unless the conversion feature is required to be bifurcated and accounted for as a derivative or the debt is issued at a substantial premium. As a result, after adopting the guidance, entities will no longer separately present such embedded conversion features in equity and will instead account for the convertible debt wholly as debt. The new guidance also requires use of the “if-converted” method when calculating the dilutive impact of convertible debt on earnings per share, which is consistent with the Company’s current accounting treatment under the current guidance. The guidance is effective for financial statements issued for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years, with early adoption permitted, but only at the beginning of the fiscal year.

 

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

 

Results of Operations for the three months ended June 30, 2024 and 2023

 

The following table summarize our results of operations for the three months ended June 30, 2024 and 2023. The table and the discussion below should be read in conjunction with our consolidated financial statements and the notes thereto appearing elsewhere in this report.

 

		Three Months Ended June 30,																Changes in 2024
		2024								2023								compared to 2023
			(In U.S. dollars, except for percentages)
Revenue		$	851,033				100.0	%		$	1,052,506				100	%		$	(201,473	)			(19.1	)%
Cost of revenues			(648,438	)			(76. 2 )%				(815,597	)			(77.5	)%			167,159				20.5	%
Gross profit			202,595				23.8	%			236,909				22.5	%			(34,314	)			(14.5	)%
Operating expenses			(707,611	)			(83.1	)%			(497,858	)			(47.3	)%			(209,573	)			(42.1	)%
Loss from operations			(505,016	)			(59.3	)%			(260,949	)			(24.8	)%			(244,067	)			(93.5	)%
Other income, net			(2,514	)			(0.3	)%			112,486				10.7	%			(115,000	)			(102.2	)%
Fair value gain or loss			134,217				15.8	%			(1,288,003	)							1,422,220				110.4	%
Net finance cost			(847,314	)			(99.6	)%			(1,290,991	)			(122.7	)%			443,677				34.4	%
Income tax expense			(484	)			(0.1	)%			(1,264	)			(0.1	)%			780				61.7	%
Net loss		$	(1,221,111	)			(143.5	)%		$	(2,728,721	)			(259.3	)%		$	1,507,610				55.2	%

 

Revenue

 

Total revenue for the three months ended June 30, 2024 decreased by approximately $0.2 million, or 19.2%, as compared with the three months ended June 30, 2023. The decrease was mainly due to the decrease of $0.5 million in logistics services and increase of $0.3 million in property management and subleasing business.

 

Revenue generated from our garment manufacturing business contributed approximately $0.09 million, or 10.2%, of our total revenue for the three months ended June 30, 2024. Revenue generated from garment manufacturing business contributed approximately $0.05 million or 5.1% of our total revenue for the three months ended June 30, 2023, respectively. The low level of sales was mainly due to factory facilities renewal and repairs, and the remaining factories cannot provide the same capacity as previously. We estimate the capacity will recover at the fiscal year ending 2025.

 

 

Revenue generated from our logistics services business contributed approximately $0.5 million, or 57.2%, of our total revenue for the three months ended June 30, 2024. Revenue generated from our logistic business contributed approximately $1.0 million or 94.9% of our total revenue for the three months ended June 30, 2023.

 

Revenue generated from our property management and subleasing business was 0.3 million, or 32.7%, of our total revenue for the three months ended June 30, 2024. The revenue from this business segment was nil for the three months ended June 30, 2023.

 

Cost of revenue

 

		Three months ended June 30,																Increase (decrease) in
		2024								2023								2024 compared  to 2023
			(In U.S. dollars, except for percentages)
Net revenue for garment manufacturing		$	86,602				100.0	%		$	53,873				100	%		$	32,729				60.8	%
Raw materials			37,686				43.5	%			26,377				49.0	%			11,309				42.9	%
Labor			18,096				20.9	%			17,273				32.0	%			823				4.8	%
Other and Overhead			3,553				4.1	%			2,670				5.0	%			883				33.1	%
Total cost of revenue for garment manufacturing			59,335				68.5	%			46,320				86.0	%			13,015				28.1	%
Gross profit for garment manufacturing			27,267				31.5	%			7,553				14.0	%			19,714				4261.0	%
																			0
Net revenue for logistics services			486,507				100.0	%			998,633				100.0	%			(512,126	)			(51.3	)%
Fuel, toll and other cost of logistics services			249,296				51.2	%			482,788				48.3	%			(233,492	)			(48.4	)%
Subcontracting fees			-				-	%			286,489				28.7	%			(286,489	)			(100.0	)%
Total cost of revenue for logistics services			249,296				51.2	%			769,277				77.0	%			(519,981	)			(67.6	)%
Gross Profit for logistics services			237,211				48.8	%			229,356				23.0	%			7,855				3.4	%
Net revenue for property management and subleasing			277,924				100.0	%			-				0	%			277,924
Total cost of revenue for property management and subleasing			339,807				(122.3	)%			-				0	%			339,807
Gross Profit for property management and subleasing			(61,883	)			(22.3	)%			-				0	%			(61,883	)
Total cost of revenue		$	648,438				76.2	%		$	815,597				77.5	%		$	(167,159	)			(20.5	)%
Gross profit		$	202,595				23.8	%		$	236,909				22.5	%		$	(34,314	)			(14.5	)%

 

 

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

 

Raw material costs for our garment manufacturing business were approximately 43.5% of our total garment manufacturing business revenue for the three months ended June 30, 2024, as compared with 49.0% for the three months ended June 30, 2023. The decrease in percentage was mainly due to the purchase cost of the raw materials dropped.

 

Labor costs for our garment manufacturing business was approximately 20.9% of our total garment manufacturing business revenue for the three months ended June 30, 2024, as compared with 32.0% for the three months ended June 30, 2023. We maintained a sustainable level in wages, the decrease in portion of labor cost was mainly due to the increased in revenue.

 

Overhead and other expenses for our garment manufacturing business accounted for approximately 4.1% of our total garment business revenue for the three months ended June 30, 2024, as compared with 5.0% of total garment business revenue for the three months ended June 30, 2023.

 

For our logistic business, we outsourced some of the business to our contractors. We relied on a few subcontractors, which the subcontracting fees to our largest contractor represented approximately nil% and 37.2% of total cost of revenues for our service segment for the three months ended June 30, 2024 and 2023, respectively. The decrease was attributed to an increase usage of our own logistics as compared to the subcontractor. We have not experienced any disputes with our subcontractors and we believe we maintain good relationships with our contract logistics services providers.

 

Fuel, toll and other costs for our service business for the three months ended June 30, 2024 were approximately $0.2 million as compared with $0.5 million for the three months ended June 30, 2023. Fuel, toll and other costs for our service business accounted for approximately 51.2% of our total service revenue for the three months ended June 30, 2024, as compared with 48.3% for the three months ended June 30, 2023. The increase was primarily attributable to a decrease of usage of subcontractors during the quarter.

 

Subcontracting fees for our service business for the three months ended June 30, 2024 decreased approximately 100.0% to $nil from $0.3 million for the three months ended June 30, 2023. Subcontracting fees accounted for nil% and 28.7% of our total service business revenue in the three months ended June 30, 2024 and 2023, respectively. The decrease was primarily attributable to a decrease of usage of subcontractors during the quarter.

 

 

For property management and subleasing business, the cost of revenue was mainly the amortization of operating lease assets for the subleasing business. The cost of revenue for property management and subleasing business for the three months ended June 30, 2024 was $0.3 million, approximately (122.3)% of our total property management and subleasing business revenue, as compared with nil for the three months ended June 30, 2023.

 

Gross profit

 

Garment manufacturing business gross profit for the three months ended June 30, 2024 was $27,267, as compared with $7,553 for the three months ended June 30, 2023. Gross profit accounted for 31.5% of our total garment manufacturing business revenue for the three months ended June 30, 2024, as compared to 14.0% for the three months ended June 30, 2023. The increase of gross profit ratio was mainly due to increased sales.

 

Gross profit in our logistics services business for the three months ended June 30, 2024 was approximately $237,211 and gross margin was 48.8%. Gross profit in our logistics services business for the three months ended June 30, 2023 was approximately $229,356 and gross margin was 23.0%. The increase of gross profit ratio was mainly because the Company re-allocated the orders received and reduced fuel cost.

 

Gross loss in our property management and subleasing business for the three months ended June 30, 2024 was $61,883. Gross profit was nil for the three months ended June 30, 2023. Gross loss accounted for 22.3% of our total property management and subleasing business revenue for the three months ended June 30, 2024, as compared to nil% for the three months ended June 30, 2023. The decrease of gross profit ratio was mainly because the property management and subleasing business still in preliminary stage.

 

		Three months ended June 30,																Increase (decrease) in
		2024								2023								2024 compared to 2023
			(In U.S. dollars, except for percentages)
Gross profit		$	202,595				100	%		$	236,909				100	%			(34,314	)			(14.5	)%
Operating expenses:
Selling expenses			(139,360	)			-				-								(139,360	)
General and administrative expenses			(568,251	)			(280.5	)%			(497,858	)			(210.1	)%			(70,393	)			(14.1	)%
Total		$	(707,611	)			(210.1	)%		$	(497,858	)			(210.1	)%			(209,753	)			(42.1	)%
(Loss) Income from operations		$	(505,016	)			(110.1	)%		$	(260,949				(110.1	)%			(244,067	)			(93.5	)%

 

Selling, General and administrative expenses

 

Our selling expenses for our garment manufacturing business for the three months ended June 30, 2024 and 2023 was approximately $82,603 and nil, respectively. The selling expenses for property management and subleasing business for the three months ended June 30, 2024 and 2023 was approximately $56,757 and nil, respectively. Selling expenses consisted primarily of advertisement, local transportation, unloading charges and product inspection charges.

 

Our general and administrative expenses in our garment manufacturing business segment for the three months ended June 30, 2024 and 2023 was approximately $8,310 and $29,708, respectively. Our general and administrative expenses in our logistics services segment for the three months ended June 30, 2024 and 2023 was approximately $216,250 and $227,423, respectively. The general and administrative expenses in our property management and subleasing business was approximately $85,793 and nil for the three months ended June 30, 2024 and 2023, respectively. Our general and administrative expenses in our corporate office for the three months ended June 30, 2024 and 2023 was approximately $257,898 and $240,727, respectively. General and administrative expenses consisted primarily of administrative salaries, office expense, certain depreciation and amortization charges, repairs and maintenance, legal and professional fees, warehousing costs and other expenses that are not directly attributable to our revenues.

 

 

Total general and administrative expenses for the three months ended June 30, 2024 increased by approximately 14.1% to $568,251 from $497,858 for the three months ended June 30, 2023.

 

Loss from operations

 

Loss from operations for the three months ended June 30, 2024 and 2023 was approximately $505,016 and $260,949, respectively. Loss from operations of approximately $63,645 and $22,155 for the three months ended June 30, 2024 and 2023, respectively, which was attributed from our garment manufacturing segment. Income from operations of approximately $20,879 and $1,934 was attributed from our logistics services segment for the three months ended June 30, 2024 and 2023, respectively. Loss from operations of approximately $204,433 and nil for the three months ended June 30, 2024 and 2023, respectively, which was attributed from our property management and subleasing business. We incurred expenses from operations in corporate office of approximately $257,817 and $240,728 for the three months ended June 30, 2024 and 2023, respectively.

 

Income Tax Expenses

 

Income tax expense for the three months ended June 30, 2024 and 2023 was approximately $484 and $1,264, respectively. Yingxi primarily 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 progressive 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 June 30, 2024 and 2023.

 

QYTG and YX were incorporated in the PRC and is subject to the PRC Enterprise Income Tax (EIT) rate is 25%. No provision for income taxes in the PRC has been made as QYTG and YX had no taxable income for the three months ended June 30, 2024 and 2023.

 

The majority of our subsidiaries are governed by the Income Tax Laws of the PRC. All Yingxi’s operating companies are subject to progressive EIT rates from 5% to 15% in 2024. The preferential tax rates will be expired at end of year 2025.

 

Addentax Group Corp. is a U.S. entity and is subject to the United States federal income tax. No provision for income taxes in the United States has been made as Addentax Group Corp. had no United States taxable income for the three months ended June 30, 2024 and 2023.

 

Net Loss

 

We incurred net loss of approximately $1.2 million and $2.7 million for the three months ended June 30, 2024 and 2023, respectively. Our basic and diluted earnings per share were ($0.25) and ($0.83) for the three months ended June 30, 2024 and 2023, respectively.

 

 

Summary of cash flows

 

Summary cash flows information for the three months ended June 30, 2024 and 2023 is as follow:

 

		Three months ended June 30,
		2024				2023
			(In U.S. dollars)
Net cash used in operating activities		$	(193,185	)		$	(1,110,878	)
Net cash used in investing activities			(27,364	)			-
Net cash provided by financing activities		$	306,461			$	969,784

 

Net cash used in operating activities in the three months ended June 30, 2024 was approximately $0.2 million as compared to $1.1 million in the three months ended June 30, 2023, which was approximately $0.9 million less than that of the three months ended June 30, 2023. The decrease was mainly due to (i) net loss adjusted to operating cash flow for the three months ended June 30, 2024 was $0.1 million less than that of the three months ended June 30, 2023; (ii) the movement of operating assets and liabilities of the three months ended June 30, 2024 resulted in cash outflow of approximately $0.1 million, which was $0.8 million less than that of 2023;.

 

Net cash used in investing activities for the three months ended June 30, 2024 was approximately $0.3 million, which was mainly due to purchase of property, plant and equipment.

 

Net cash provided by financing activities for the three months ended June 30, 2024 was approximately $0.3 million as compared to $1.0 million in the three months ended June 30, 2023, which was approximately $0.7 million less than the three months ended June 30, 2023. The decrease was mainly because in the three months ended June 30, 2024, the Company received proceeds of $0.7 million from a private placement, while the Company had release of restricted cash of $1.4 million in the three months ended June 30, 2023.

 

Financial Condition, Liquidity and Capital Resources

 

As of June 30, 2024, we had cash on hand of approximately $0.9 million, total current assets of approximately $29.3 million and current liabilities of approximately $4.4 million. We currently finance our operations from revenue, fund raising from our initial public offering and private placement proceeds and capital contributions from our chief executive officer, Mr. Hong Zhida (the “CEO”).

 

In the event that the Company requires additional funding to finance the growth of the Company’s current and expected future operations as well as to achieve our strategic objectives, the CEO has indicated the intent and ability to provide additional equity financing.

 

Foreign Currency Translation Risk

 

Our operations are located in China, which may give rise to significant foreign currency risks from fluctuations and the degree of volatility in foreign exchange rates between the U.S. dollar and the Chinese Renminbi (“RMB”). All of our sales are in RMB. In the past years, RMB continued to appreciate against the U.S. dollar. As of June 30, 2024, the market foreign exchange rate was RMB 7.27 to one U.S. dollar. Our financial statements are translated into U.S. dollars using the closing rate method. The balance sheet items are translated into U.S. dollars using the exchange rates at the respective balance sheet dates. The capital and various reserves are translated at historical exchange rates prevailing at the time of the transactions while income and expenses items are translated at the average exchange rate for the period. All translation adjustments are included in accumulated other comprehensive income in the statement of equity. The foreign currency translation gain (loss) for the three months ended June 30, 2024 and 2023 was approximately $0.01 million and $0.09 million, respectively.

 

Off-Balance Sheet Arrangements

 

We have no off-balance sheet arrangements (as that term is defined in Item 303(a)(4)(ii) of Regulation S-K) as of June 30, 2024 that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

 

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

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 and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

 

We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of June 30, 2024. Based on the evaluation of these disclosure controls and procedures, and in light of the material weaknesses found in our internal controls over financial reporting, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective  .

 

Management’s Remediation Initiatives

 

In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we plan to initiate the following series of measures to further strengthen the Company’s internal controls going forward:

 

1. hire a reporting manager (“Internal Finance Manager”) who has the requisite relevant U.S. GAAP and SEC reporting experience and qualifications;

 

2. make an overall assessment on the current finance and accounting resources and hire additional accounting members with appropriate levels of accounting knowledge and experience;

 

3. streamline our accounting department structure and enhance our staff’s U.S. GAAP and SEC reporting requirements on a continuous basis through internal training provided by the Internal Finance manager;

 

4. participate in trainings and seminars provided by professional services firms on a regular basis to gain knowledge on regular U.S. GAAP /SEC reporting requirements updates; and

 

5. engage an external “Sarbanes-Oxley 404” consulting firm to help us implement Sarbanes-Oxley 404 internal controls compliance together with the establishment of our internal audit function.

 

We anticipate that these initiatives will be at least partially, if not fully, implemented by the end of fiscal year 2024.

 

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.

 

 

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.

 

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

 

Exhibit Number		Description
(31)		Rule 13a-14 (d)/15d-14d) Certifications
31.1*		Section 302 Certification by the Principal Executive Officer
31.2*		Section 302 Certification by the Principal Financial Officer and Principal Accounting Officer
(32)		Section 1350 Certifications
32.1*		Section 906 Certification by the Principal Executive Officer
32.2*		Section 906 Certification by the Principal Financial Officer and Principal Accounting Officer
101*		Interactive Data File
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

*Filed herewith.

 

 

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.
Date: August 14, 2023	By:	/s/ Hong Zhida
		Hong Zhida
		President, Chief Executive Officer and Director,
		(Principal Executive Officer)
Date: August 14, 2023	By:	/s/ Huang Chao
		Huang Chao
		Chief Financial Officer and Treasurer
		(Principal Financial and Accounting Officer)