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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the quarterly period ended:
| 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.
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or formation) | Identification Number) |
(Address of principal executive offices) (Zip Code)
+
(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 | ||
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.
☒
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).
☒
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 ☐ |
| Smaller reporting company |
|
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. ☐ Yes ☐ No
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
As of August 14, 2026, there were shares outstanding of the registrant’s common stock issued and outstanding.
ADDENTAX GROUP CORP.
FORM 10-Q
For the Quarterly Period Ended June 30, 2026
TABLE OF CONTENTS
| 2 |
ADDENTAX GROUP CORP.
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements.
ADDENTAX GROUP CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In U.S. Dollars, except share data or otherwise stated)
| June 30, 2026 | March 31, 2026 | |||||||
| Unaudited | Audited |
|||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Restricted cash | ||||||||
| Accounts receivable, net | ||||||||
Loan receivable, current |
||||||||
| Debt securities held-to-maturity | ||||||||
| Inventories | ||||||||
| Prepayments and other receivables | ||||||||
| Advances to suppliers | ||||||||
| Amount due from related party | ||||||||
| Total current assets | ||||||||
| NON-CURRENT ASSETS | ||||||||
| Plant and equipment, net | ||||||||
| Goodwill | ||||||||
| Long-term prepayment | ||||||||
| Investment in equity method investees | ||||||||
| Total non-current assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND EQUITY | ||||||||
| CURRENT LIABILITIES | ||||||||
| Short-term loan | $ | $ | ||||||
| Accounts payable | ||||||||
| Loan payable | ||||||||
| Interest payable | ||||||||
| Related party borrowings | ||||||||
| Advances from customers | ||||||||
| Accrued expenses and other payables | ||||||||
| Deferred Revenue | ||||||||
| Total current liabilities | ||||||||
| NON-CURRENT LIABILITIES | ||||||||
| Derivative liabilities | ||||||||
| Total non-current liabilities | ||||||||
| TOTAL LIABILITIES | $ | $ | ||||||
| EQUITY | ||||||||
| Common stock ($ par value, shares authorized, and shares issued and outstanding at June 30 and March 31, 2026, respectively) | $ | $ | ||||||
| Additional paid-in capital | ||||||||
| Accumulated deficits | ( |
) | ( |
) | ||||
| Statutory reserve | ||||||||
| Accumulated other comprehensive loss | ( |
) | ( |
) | ||||
| Total equity attributable to equity holders of ADDENTAX GROUP CORP. | ||||||||
| Non-controlling interests | ( |
) | ( |
) | ||||
| Total equity | ||||||||
| TOTAL LIABILITIES AND EQUITY | $ | $ | ||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
| F-1 |
ADDENTAX GROUP CORP. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME(LOSS)
(In U.S. Dollars, except share data or otherwise stated)
Three months ended June 30, |
||||||||
| 2026 | 2025 | |||||||
| REVENUES | $ | $ | ||||||
| COST OF REVENUES | ( |
) | ( |
) | ||||
| GROSS PROFIT | $ | $ | ||||||
| OPERATING EXPENSES | ||||||||
| Selling and marketing | ( |
) | ( |
) | ||||
| General and administrative | ( |
) | ( |
) | ||||
| Total operating expenses | ( |
) | ( |
) | ||||
| LOSS FROM OPERATIONS | $ | ( |
) | $ | ( |
) | ||
| Share of net loss of equity method investee | ( |
) | ||||||
| Change in fair value of warrants and embedded conversion feature | ||||||||
| Interest income | ||||||||
| Interest expenses | ( |
) | ( |
) | ||||
| Other income, net | ||||||||
| INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAX | $ | $ | ( |
) | ||||
| INCOME TAX EXPENSE | ( |
) | ( |
) | ||||
| INCOME (LOSS) FROM CONTINUING OPERATIONS, NET OF INCOME TAXES | ( |
) | ||||||
| Loss on discontinued operations | ( |
) | ||||||
| NET INCOME (LOSS) | $ | $ | ( |
) | ||||
| ATTRIBUTABLE TO: | ||||||||
| Equity holders of the Company | ( |
) | ||||||
| Non-controlling interests | ( |
) | ||||||
| $ | $ | ( |
) | |||||
| EARNINGS (LOSS) PER SHARE | ||||||||
| Earnings (Loss) per share from continuing operations – Basic and diluted | ) | |||||||
| Loss per share from discontinued operations - Basic and diluted | ) |
|||||||
| $ | 2.93 | $ | (0.91 | ) | ||||
Weighted average number of shares outstanding – Basic and diluted |
||||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
| F-2 |
ADDENTAX GROUP CORP. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In U.S. Dollars, except share data or otherwise stated)
Three months ended June 30, |
||||||||
| 2026 | 2025 | |||||||
| NET INCOME (LOSS) | ( |
) | ||||||
| OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX | ||||||||
| Foreign currency translation loss | ( |
) | ( |
) | ||||
| TOTAL COMPREHENSIVE INCOME (LOSS) | $ | ( |
) | |||||
| ATTRIBUTABLE TO: | ||||||||
| Equity holders of the Company | ( |
) | ||||||
| Non-controlling interests | ( |
) | ||||||
| $ | ( |
) | ||||||
See accompanying notes to the consolidated financial statements.
| F-3 |
ADDENTAX GROUP CORP. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(In U.S. Dollars, except share data or otherwise stated)
| Common Stock | Additional | Retained earnings | Accumulated other | Non- | Total | |||||||||||||||||||||||||||||||
| Shares | Amount | paid-in capital |
Unrestricted | Statutory reserve | comprehensive loss | Sub- total | controlling Interests |
Equity (Deficit) |
||||||||||||||||||||||||||||
| BALANCE AT MARCH 31, 2025 | ( |
) | ||||||||||||||||||||||||||||||||||
| Issuance of new shares | ( |
) | ||||||||||||||||||||||||||||||||||
| Additional paid-in capital from conversion of convertible debts | - | |||||||||||||||||||||||||||||||||||
| Appropriation of Statutory reserve | - | ( |
) | ( |
) | ( |
) | |||||||||||||||||||||||||||||
| Foreign currency translation | - | ( |
) | ( |
) | ( |
) | |||||||||||||||||||||||||||||
| Net income for the period | - | ( |
) | ( |
) | ( |
) | |||||||||||||||||||||||||||||
| BALANCE AT JUN 30, 2025 | $ | $ | $ | ( |
) | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||
| BALANCE AT MARCH 31, 2026 | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||||||
| Issuance of new shares | ||||||||||||||||||||||||||||||||||||
| Appropriation for Statutory reserve | ( |
) | ||||||||||||||||||||||||||||||||||
| Foreign currency translation | - | ( |
) | ( |
) | ( |
) | |||||||||||||||||||||||||||||
| Net income for the period | - | ( |
) | |||||||||||||||||||||||||||||||||
| BALANCE AT JUNE 30, 2026 | $ | $ | $ | ( |
) | $ | $ | ( |
) | ( |
) | $ | ||||||||||||||||||||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
| F-4 |
ADDENTAX GROUP CORP. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In U.S. Dollars, except share data or otherwise stated)
| Three Months Ended June 30 | ||||||||
| 2026 | 2025 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net profit (loss) | $ | $ | ( |
) | ||||
| Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||||||
| Depreciation | ||||||||
| Non-cash financial cost | ||||||||
| Stock-Based Compensation Expense | ||||||||
| Investment income | ( |
) | ||||||
| Share of loss of associated company | ||||||||
| Fair value gain or loss | ( |
) | ( |
) | ||||
| Loss from sale of property and equipment | ||||||||
| Loss on disposal of subsidiaries | ||||||||
| Changes in operating assets and liabilities | ||||||||
| Accounts receivable | ||||||||
| Inventories | ( |
) | ( |
) | ||||
| Advances to suppliers | ( |
) | ( |
) | ||||
| Other receivables | ( |
) | ( |
) | ||||
| Accounts payables | ( |
) | ||||||
| Interest payable | ( |
) | ||||||
| Accrued expenses and other payables | ( |
) | ||||||
| Advances from customers | ( |
) |
||||||
| Assets held for sale | ||||||||
| Liabilities held for sale | ||||||||
| Deferred revenue | ||||||||
| Net cash used in operating activities | $ | ( |
) | $ | ( |
) | ||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| Purchase of property and equipment and intangible assets | ( |
) | ( |
) | ||||
| Cash acquired from subsidiary | ||||||||
| Proceeds from sale of property and equipment and intangible assets | ||||||||
| Payment for loan receivable | ( |
) | ||||||
| Cash decreased in disposal of subsidiaries | ( |
) | ||||||
| Net cash used in investing activities | $ | ( |
) | $ | ( |
) | ||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds from related party borrowings | ||||||||
| Repayment of related party borrowings | ( |
) | ( |
) | ||||
| Proceeds from bank borrowings | ||||||||
| Repayment of bank borrowings | ( |
) | ( |
) | ||||
| Cash advance to related parties | ( |
) | ( |
) | ||||
| Repayment from related parties | ||||||||
| Proceeds from loan payable | ||||||||
| Release of restricted cash | ||||||||
| Net cash provided by financing activities | $ | $ | ||||||
| NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | ||||||||
| Effect of exchange rate changes on cash and cash equivalents | ( |
) | ( |
) | ||||
| Cash and cash equivalents, beginning of the period | ||||||||
| CASH AND CASH EQUIVALENTS, END OF THE PERIOD | $ | $ | ||||||
| Supplemental disclosure of cash flow information: | ||||||||
| Cash paid during the period for interest | $ | $ | ||||||
| Cash paid during the period for income tax | $ | $ | ||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
| F-5 |
ADDENTAX GROUP CORP. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION AND BUSINESS ACQUISITIONS
Addentax Group Corp. (the “Company”), through its consolidated subsidiaries (the Company and its consolidated subsidiaries, collectively, the “Group”), is engaged in garment manufacturing, logistics services, consulting services and financing services. The Company conducts its garment manufacturing and logistics services businesses primarily through its PRC operating subsidiaries, its consulting services business through Yingxi Industrial Chain Investment Co., Ltd. (“Yingxi HK”), and its financing services business through Time Is Loan Limited (“Time Is Loan”), a Hong Kong company and licensed money lender acquired on May 15, 2026.
As of June 30, 2026, the Company’s principal subsidiaries consisted of the following entities:
| Name of entity | Place of incorporation |
Principal activities |
Immediate holding company |
% of effective ownership interest held by the Group in 2026 |
% of effective ownership interest held by the Group in 2025 |
|||||||||
| Yingxi Industrial Chain Group Co., Ltd. (“Yingxi Seychelles”) | % | % | ||||||||||||
| Yingxi Industrial Chain Investment Co., Ltd. (“Yingxi HK”) |
|
% | % | |||||||||||
| Yingxi Textile & Garments Co., Ltd. (“WFOE”) |
|
% | % | |||||||||||
| Shenzhen Yingxi Industrial Chain Services Co., Ltd. (“YX”) | % | % | ||||||||||||
| Dongguan Heng Sheng Wei Garments Co., Ltd. (“HSW”) | % | % | ||||||||||||
| Dongguan Yushang Clothing Co., Ltd. (“YS”) | % | % | ||||||||||||
| Shenzhen Xin Kuai Jie Transportation Co., Ltd. (“XKJ”) | % | % | ||||||||||||
| Shenzhen Yingxi Peng Fa Logistic Co., Ltd. (“PF”) | % | % | ||||||||||||
| Keemo Fashion Group Limited (“KMFG”) | % | Nil% | ||||||||||||
| Time Is Loan Limited (“TIL”) | % | Nil% | ||||||||||||
KMFG was acquired near the end of the fiscal year ended March 31, 2026. As of June 30, 2026, KMFG’s revenue contribution was not significant, and management does not currently present KMFG as a separate business line or reportable segment.
| F-6 |
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, 2026 filed with the Securities and Exchange Commission (“SEC”) on June 29, 2026 (“2026 Form 10-K”).
The results of the property management and subleasing business for the three months ended June 30, 2025 have been retrospectively reclassified to discontinued operations for all periods presented. The reclassification had no effect on consolidated net loss, comprehensive loss, total equity or cash flows for the prior-year period.
For
the three months ended June 30, 2025, the property management and subleasing business classified as discontinued operations
generated revenue of $
Going Concern
As disclosed in the Company’s 2026 Form 10-K, the Company has a history of net losses and operating losses, which raised substantial doubt about its ability to continue as a going concern. During the three months ended June 30, 2026, the Company reported net income primarily as a result of a non-cash fair value gain on derivative liabilities; however, the Company continued to incur a loss from operations and negative cash flows from operating activities.
The Company’s ability to continue as a going concern depends on management’s ability to improve operating results, manage operating costs, collect receivables, develop its consulting and financing services businesses and obtain additional financing when necessary. Management continues to pursue these plans. There can be no assurance that these efforts will be successful or that additional financing will be available on acceptable terms, or at all. The unaudited condensed consolidated financial statements have been prepared on a going concern basis and do not include any adjustments that might result from the outcome of this uncertainty.
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
The preparation of the consolidated financial statements in conformity with U.S. 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.
The compensation expense for all share-based payment awards made to employees and directors, including stock options and restricted stock units (“RSUs”) is measured and recognized based on the fair value of the awards on the date of grant. The compensation expense, net of estimated forfeitures, is recognized on a straight-line basis over the requisite service period, which is generally the vesting period of the award. The fair value of RSUs is determined based on the closing market price of our common stock on the date of grant.
Loan and interest income
Loans receivable are reported at amortized cost, net of an allowance for expected credit losses. Interest income is recognized over the contractual term of the loans based on the outstanding principal and the applicable contractual interest rate or effective yield, as appropriate. The Company places a loan on nonaccrual status when management determines that collection of contractual principal or interest is no longer reasonably assured and resumes interest accrual when the loan becomes current and management determines that collection of principal and interest is reasonably assured.
| F-7 |
Allowance for expected credit losses
The allowance for expected credit losses on loans receivable represents management’s estimate of credit losses expected over the contractual life of the loans. Management estimates expected credit losses using relevant information regarding historical loss experience, borrower credit profiles, repayment and delinquency status, current portfolio conditions, collateral values, if applicable, and reasonable and supportable forecasts of future economic conditions. Loans with similar risk characteristics are evaluated on a collective basis, while loans that no longer share similar risk characteristics are evaluated individually. Loans are written off against the allowance when management determines that they are uncollectible in accordance with the Company’s policy.
There were no other changes to the Company’s significant accounting policies during the three months ended June 30, 2026.
Recently issued accounting pronouncements
In November 2025, the FASB issued ASU 2025-08, Financial Instruments—Credit Losses (Topic 326): Purchased Loans. ASU 2025-08 expands the gross-up approach for accounting for acquired loans to certain purchased seasoned loans. The amendments are effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods within those annual reporting periods, with early adoption permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures.
Management has not identified any other recently issued accounting standards that are expected to have a material impact on the Company’s condensed consolidated financial statements or related disclosures.
4. BUSINESS COMBINATION
On
May 15, 2026, the Company completed the transaction contemplated by the Share Exchange Agreement dated April 22, 2026 (the “Share
Exchange Agreement”), by and among the Company, Yingxi Industrial Chain Investment Co., Ltd (“Yingxi HK”), a wholly
owned subsidiary of the Company incorporated under the laws of Hong Kong, Time Is Loan Limited, a company incorporated under the laws
of Hong Kong, and Ms. OR Shan Shan, the Seller. Pursuant to the Share Exchange Agreement, Yingxi HK acquired
Time Is Loan provides consumer and commercial lending services in Hong Kong. Its principal products include short-term unsecured personal loans and, where applicable, collateral-backed loans and lending arrangements with other licensed credit providers.
The
Company recognized goodwill of $
The following table summarizes the fair values of the assets acquired and liabilities assumed as of the date of acquisition. This table represents the initial accounting for the acquisition. These provisional amounts may be adjusted in the measurement period (that will not exceed one year from the acquisition):
|
As
of May 15, 2026 |
||||
| Cash in bank | $ | |||
| Other receivables | ||||
| Amount due from related parties | ||||
| Property, plant and equipment | ||||
| Loans and long-term receivables | ||||
| Loan payable | ( |
) | ||
| Interest payable | ( |
) | ||
| Accrued liabilities, other payables and deposits received | ( |
) | ||
| Fair value of identifitable net assets acquired | ||||
| Goodwill at acquisition | ||||
| Fair value of purchase consideration | $ | |||
Pro forma results of operation for this acquisition have not been presented because the effects of the acquisition were not material to the Company’s consolidated financial results.
| F-8 |
5. RELATED PARTY TRANSACTIONS
| Name of Related Parties | Relationship with the Company | |
| (1) |
The Company leases XKJ’s office rent-free from Bihua Yang.
Hongye Financial Consulting (Shenzhen) Co., Ltd. provided a guarantee to the consideration receivable for the transfer of a debt security to a third party.
On May 15, 2026, the Company entered into a Share Exchange Agreement with Yingxi Industrial Chain Investment Co., Ltd., Riches Family Office Limited, Riches FO Holdings Limited and Mr. Wu Rui, the Company’s Chief Operating Officer and sole shareholder of Riches FO Holdings Limited.
Pursuant
to the agreement, Yingxi HK agreed to acquire
The Company had the following related party balances as of June 30, 2026 and March 31, 2026:
| Amount due from related party | June 30, 2026 | March 31, 2026 | ||||||
| Hong Zhida (1) | $ | $ | ||||||
| Bihua Yang (2) | ||||||||
| Director of Time Is Loan Limited | ||||||||
| Riches affiliated companies | ||||||||
| $ | $ | |||||||
| Related party borrowings | June 30, 2026 | March 31, 2026 | ||||||
| Hongye Financial Consulting (Shenzhen) Co., Ltd. | ||||||||
| Jinlong Huang | ||||||||
| Riches’ affiliated companies | ||||||||
| KMFG’s related parties | ||||||||
| $ | $ | |||||||
| (1) | ||
| (2) |
The borrowing balances with related parties are unsecured, non-interest bearing and repayable on demand.
| F-9 |
6. DEBT SECURITIES HELD-TO-MATURITY
| June 30, 2026 | March 31, 2026 | |||||||
| Debt securities held-to-maturity | $ | $ | ||||||
The
Company purchased a note issued by a third-party investment company on August 24, 2022 with a principal amount of $
As
of June 30, 2026 and March 31, 2026, accrued coupon interest receivable amounted to $
On
March 30, 2026, the Company completed the acquisition of
7. INVENTORIES
Inventories consist of the following as of June 30, and March 31, 2026:
| June 30, 2026 | March 31, 2026 | |||||||
| Raw materials | ||||||||
| Work in progress | ||||||||
| Finished goods | ||||||||
| Total inventories | $ | $ | ||||||
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.
9. PREPAYMENTS AND OTHER RECEIVABLES
Prepayments and other receivables consist of the following as of June 30 and March 31, 2026:
| June 30, 2026 | March 31, 2026 | |||||||
| Prepayments | ||||||||
| Deposits | ||||||||
| Receivable of consideration on disposal of subsidiaries | ||||||||
| Coupon receivable of debt security held-to-maturity | ||||||||
| Loan to third party | ||||||||
| Other receivables | ||||||||
| $ | $ | |||||||
10. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consists of the following as of June 30 and March 31, 2026:
| June 30, 2026 | March 31, 2026 | |||||||
| Production plant | $ | $ | ||||||
| Motor vehicles | ||||||||
| Office equipment | ||||||||
| Less: accumulated depreciation | ( |
) | ( |
) | ||||
| Plant and equipment, net | $ | $ | ||||||
Depreciation
expense for the three months ended June 30, 2026 and 2025 was $
| F-10 |
11. INVESTMENT IN AN ASSOCIATED COMPANY
The
Company holds a
The carrying amounts as at June 30, 2026 and March 31, 2026 are as follows:
| June 30, 2026 | March 31, 2026 | |||||||
| Investment in associate | $ | $ | ||||||
Details of the associated company are as follows:
| Name of company | Principal activities | Country of business/ incorporation |
Equity holdings | |||||||||
| 2026 | 2025 | |||||||||||
| Riches Family Office Limited | % | % | ||||||||||
The summarized financial information of the associated company is as follows:
| June 30, 2026 | ||||
| Current assets | $ | |||
| Total assets | ||||
| Net assets | ( |
) | ||
| Net loss | ( |
) | ||
Movement of the carrying value of investment in the associated company:
| 2026 | ||||
| Initial investment recognised on June 15, 2026 | $ | |||
| Share of net loss in the associated company ( |
( |
) | ||
| Carrying value of Company’s interest in associated company | ||||
12. 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 $
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 $
| F-11 |
13. TAXATION
| (a) | Enterprise Income Tax (“EIT”) |
The Company operates in multiple jurisdictions, including the People’s Republic of China (“PRC”), Hong Kong, Seychelles and the United States, and is subject to the applicable tax laws in those jurisdictions.
Yingxi Seychelles was incorporated in the Republic of Seychelles and, under the current laws of Seychelles, is not subject to income taxes.
Yingxi
HK is subject to Hong Kong Profits Tax. Under the two-tiered profits tax regime, the first HK$
YX
was incorporated in the PRC and is subject to the EIT tax rate of
The
Company’s PRC operating subsidiaries are subject to the EIT Law of the PRC. The applicable statutory EIT rate is
YX’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 U.S. taxable income for the three months ended June 30, 2026 and 2025.
The reconciliation of income taxes computed at the PRC statutory tax rate applicable to the PRC, to income tax expenses are as follows:
| Three months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| PRC statutory tax rate | % | % | ||||||
| Computed expected benefits (expense) | ( |
) | ||||||
| Temporary differences | ( |
) | ||||||
| Permanent difference | ( |
) | ( |
) | ||||
| Changes in valuation allowance | ||||||||
| Income tax expense | $ | $ | ||||||
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
For services, the applicable VAT rate is
The Company’s consulting service is conducted through Yingxi HK, the Company’s Hong Kong subsidiary. Hong Kong does not impose value-added tax, goods and services tax or sales tax. Accordingly, the consulting service conducted through Yingxi HK is not subject to VAT in Hong Kong.
| F-12 |
14. CONSOLIDATED SEGMENT DATA
Segment information is consistent with how the Company’s chief operating
decision maker (“CODM”) reviews the businesses, makes investing and resource allocation decisions and assesses operating performance.
The Company’s CODM is the Chief Executive Officer. The CODM assesses the performance of the Company’s reportable segments and allocates
resources primarily based on income (loss) from operations. The segment data presented reflects this segment structure. The Company reports
financial and operating information in the following
| (a) | Garment manufacturing. Including manufacturing and distribution of garments; | |
| (b) | Logistics services. Providing logistic services; and | |
| (c) | Consulting. Providing consulting and advisory services, including insurance consulting and related customer service support. | |
| (d) | Financing. Providing consumer and commercial lending services in Hong Kong. |
The Company also provides general corporate services to its segments and these costs are reported as “Corporate and other”.
Selected information in the segment structure is presented in the following tables:
Revenues from continuing operations by segment for the three months ended June 30, 2026 and 2025 are as follows:
| Three months ended June 30, | ||||||||
| Revenues from external customers | 2026 | 2025 | ||||||
| Garments manufacturing segment | $ | $ | ||||||
| Logistics services segment | ||||||||
| Consulting | ||||||||
| Financing | ||||||||
| Others | ||||||||
| Property management and subleasing (discontinued operations; excluded from totals) | ||||||||
| Total continuing reportable segments | ||||||||
| Corporate and other | ||||||||
| Total continuing reportable segments and consolidated revenue | $ | $ | ||||||
| Intersegment revenue | ||||||||
| Garments manufacturing segment | ||||||||
Income (loss) from continuing operations by segment for the three months ended June 30, 2026 and 2025 are as follows:
| Three months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Garment manufacturing segment | $ | ( |
) | $ | ( |
) | ||
| Logistics services segment | ( |
) | ( |
) | ||||
| Consulting | ||||||||
| Financing | ( |
) | ||||||
| Others | ( |
) | ||||||
| Property management and subleasing (discontinued operations; excluded from totals) | ( |
) | ||||||
| Total continuing reportable segments | ( |
) | ( |
) | ||||
| Corporate and other | ( |
) | ( |
) | ||||
| Total consolidated loss from continuing operations | $ | ( |
) | $ | ( |
) | ||
Other segment items from continuing operations by segment for the three months ended June 30, 2026 and 2025 are as follows:
| Three months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Garment manufacturing segment | $ | $ | ||||||
| Logistics services segment | ||||||||
| Consulting | ||||||||
| Financing | ||||||||
| Others | ||||||||
| Property management and subleasing (discontinued operations; excluded from totals) | ||||||||
| Total continuing reportable segments | ||||||||
| Corporate and other | ||||||||
| Total other segment items and corporate expenses | $ | $ | ||||||
Total assets by segment as of June 30 and March 31, 2026 are as follows:
| Total assets | June 30, 2026 | March 31, 2026 | ||||||
| Garment manufacturing segment | $ | $ | ||||||
| Logistics services segment | ||||||||
| Consulting | ||||||||
| Financing | ||||||||
| Other | ||||||||
| Total of reportable segments | ||||||||
| Corporate and other | ||||||||
| Consolidated total assets | $ | $ | ||||||
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.
|
Three months ended June 30 |
||||||||
| 2026 | 2025 | |||||||
| Revenues | ||||||||
| Mainland China | ||||||||
| Hong Kong | ||||||||
| Total | ||||||||
| June 30, 2026 | March 31, 2026 | |||||||
| Long-Lived Assets | ||||||||
| Mainland China | ||||||||
| Hong Kong | ||||||||
| F-13 |
15. FINANCIAL INSTRUMENTS
On
January 4, 2023, the Company entered into a series of agreements with certain accredited investors, pursuant to which the Company received net proceeds of $
| ● | senior
secured convertible notes in the aggregate original principal amount of approximately $ |
|
| ● | warrants
(“Warrants”) to purchase up to approximately |
The
Warrants are considered a freestanding instrument issued together with the Convertible Notes and measured at their issuance date fair
value. Proceeds received were first allocated to the Warrants based on their initial fair value. The initial fair value of the Warrants
was $
The
Convertible Notes are classified as a liability and are 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 $
The Company determined that the other embedded features do not require bifurcation as they either are clearly and closely related to the Convertible Notes or do not meet the definition of a derivative.
The
total proceeds of the Convertible Notes and the Warrants, net of issuance cost, of $
| As of January 4, 2023 |
||||
| Derivative liabilities – Fair value of the Warrants | $ | |||
| Derivative liabilities – Embedded conversion feature | ||||
| Convertible Notes | ||||
| $ | ||||
In
January 2023, the Company also granted to the placement agent a warrant as partial payment of an agency fee to purchase million shares
of Common Stock of the Company. The warrant matures in
The Company’s Convertible Notes’ obligations were as the following for the three months ended June 30, 2026 and 2025:
| Three months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Carrying value – beginning balance | $ | $ | ||||||
| Converted to ordinary shares | ( |
) | ||||||
| Amortization of debt discount | ||||||||
| Deferred debt discount and cost of issuance | ||||||||
| Interest charge | ||||||||
| Carrying value – ending balance | $ | $ | ||||||
There were no Convertible Notes outstanding during the three months ended June 30, 2026. During the three months ended June 30, 2025, $2.3 million of Convertible Notes was converted into approximately 4.3 million shares of Common Stock, with an average effective conversion price of $0.5363 per share.
| F-14 |
The Company’s derivative liabilities were as the following for the three months ended June 30, 2026 and 2025:
| Three months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Derivative liabilities –Warrants | $ | $ | - | |||||
| Beginning balance | ||||||||
| Marked to the market | ( |
) | ( |
) | ||||
| Ending fair value | ||||||||
| Derivative liabilities – Embedded conversion feature | ||||||||
| Beginning balance | Nil | |||||||
| Converted to ordinary shares | ( |
) | ||||||
| Remeasurement on change of convertible price | ||||||||
| Marked to the market | ( |
) | ||||||
| Ending fair value | Nil | |||||||
| Total Derivative fair value at end of period | $ | $ | ||||||
16. LEASE
As a lessee
Right-of-use asset and lease liabilities
The Company implemented ASC 842, Leases, on April 1, 2019 using the modified retrospective approach and did not restate comparative periods. Under ASC 842, lease liabilities are recognized at the present value of future lease payments, with a corresponding right-of-use asset recognized for leases other than short-term leases. A single lease cost is recognized over the lease term on a generally straight-line basis. Cash payments for operating leases are classified as operating activities in the consolidated statements of cash flows.
Prior to the disposal of HX on July 1, 2025, the Company leased its head office, plant, and dormitory under operating lease arrangements. The Company also leased several floors in a commercial building for its subleasing and property management services business. Certain leases included options to extend the lease term.
The following table summarizes the components of lease expense:
| Three months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Short-term lease cost | $ | $ | ||||||
The following table summarizes supplemental information related to leases:
| Three months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Cash paid for amounts included in the measurement of lease liabilities | ||||||||
| Operating cash flow used in operating leases | $ | $ | ||||||
The Company had no operating lease liabilities as of June 30, 2026 and no operating lease liabilities for the following five years and thereafter, as Dongguan Hongxiang Commercial Co., Ltd. (“HX”), the Company’s former property management and subleasing subsidiary, was disposed of on July 1, 2025.
As a lessor
The Company subleased its leased commercial building by entering into operating leases with 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 14 segment data.
There will be no future rental income as HX, the subsidiary conducting the subleasing and property management services business was disposed of on July 1, 2025.
| F-15 |
Common Stock
In August 2022, the Company completed its
IPO and Common Stock were issued and sold to the public, with proceeds of approximately $
In September 2022, shares were issued upon cashless exercise of Underwriter Warrants.
On February 3, 2023, shares were issued as pre-delivery shares to the placement agents.
In January 2023, the Company increased
its authorized share capital and the authorized share capital is $
The Company effected the amendment and
combination to the outstanding shares of its Common Stock into fewer number of outstanding shares (the “Reverse Stock Split Amendment”)
at a ratio of
After the Reverse Stock Split Amendment, the Company issued shares of Common Stock with par value of US$ per share.
On April 29, 2024, the Company entered
into two private placement agreements (the “Agreements”) with certain individual investors (the “Investors”) who
are independent third parties, pursuant to which the Company issued to each of the Investors shares of its Common Stock, par value
$ per share, at a price of $ per share, resulting in aggregate gross proceeds to the Company of $
On August 11, 2025, the Company issued and granted shares of Common Stock to directors and executive officers pursuant to the Company’s 2024 Equity Incentive Plan. These incentive shares vested immediately. The stock-based compensation expense recognized in connection with these shares was $.
On
March 30, 2026, the Company effected a reverse stock split of its outstanding shares of common stock at a ratio of
In accordance with ASC 260-10-55-12, all share and per share amounts for all periods presented in the accompanying consolidated financial statements, including the consolidated statements of changes in stockholders’ equity, have been retroactively adjusted to reflect the reverse stock split for comparative purposes. Specifically, the number of shares of common stock outstanding at the beginning and end of each period, as well as all share issuances and repurchases occurring during the periods presented in the prior year’s statement of changes in stockholders’ equity, have been restated to reflect the reduced number of shares outstanding as if the reverse stock split had occurred at the beginning of the earliest period presented.
All share counts, weighted-average shares outstanding, basic and diluted net loss per share, share-based awards, warrants, convertible preferred stock conversion amounts and other share-related information for all periods presented in these consolidated financial statements have been retrospectively adjusted to reflect the reverse stock split and to maintain period-to-period comparability. The reverse stock split did not affect the Company’s total stockholders’ equity.
On March 24, 2026, the Compensation Committee approved fully vested share awards under the Company’s 2024 Equity Incentive Plan. The grant date of the awards was April 8, 2026. After giving effect to the Company’s one-for-fifteen reverse stock split, the awards consisted of shares of Common Stock granted to Wu Rui and shares granted to Hong Zhida. The awards were fully vested and non-forfeitable on the grant date. The Company recognized stock-based compensation expense of approximately $ based on the grant-date fair value of the awards.
On
May 15, 2026, the Company acquired
On
June 15, 2026, the Company acquired
There were and shares of Common Stock issued and outstanding as of June 30, 2026 and March 31, 2026, respectively.
| F-16 |
Statutory reserve
18. 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
| (c) | Concentration Risks |
The following are the percentages of accounts receivable balance of the top customers over accounts receivable for each segment as of June 30, 2026 and March 31, 2026.
Garment manufacturing segment
| June 30, 2026 | March 31, 2026 | |||||||
| Customer A | % | % | ||||||
The concentration as of June 30, 2026 and March 31, 2026 was attributable to the remaining accounts receivable balance being due from a single customer. The Company did not generate revenue from its garment manufacturing business during the three months ended June 30, 2026.
Logistics services segment
| June 30, 2026 | March 31, 2026 | |||||||
| Customer A | % | % | ||||||
| Customer B | % | % | ||||||
| Customer C | % | % | ||||||
Consulting services segment
| June 30, 2026 | March 31, 2026 | |||||||
| Customer A | % | % | ||||||
Financing services segment
As of June 30, 2026, no individual borrower accounted for more than 10% of the gross loan receivables of the financing services business.
Concentration on customers
For
the three months ended June 30, 2026, one customer from the consulting service segment provided more than 10% of total consolidated revenue
of the Company, representing
| F-17 |
For
the three months ended June 30, 2025, three customers from the logistics services segment each accounted for more than 10% of revenue
from continuing operations and, in the aggregate, represented approximately
Concentration on suppliers
The following tables summarize the purchases from five largest suppliers of each of the reportable segments for the three months ended June 30, 2026 and 2025.
| Three months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Garment manufacturing segment | % | l |
% | |||||
| Logistics services segment | % | % | ||||||
| Consulting services segment | % | % | ||||||
| Financing service segment | % | % | ||||||
| (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, 2026, the total outstanding bank
borrowings amounted to $
19. SUBSEQUENT EVENTS
The Company evaluated subsequent events occurring after June 30, 2026 through the date on which these unaudited condensed consolidated financial statements were issued.
Loan Conversion Agreement
On
July 27, 2026, the Company entered into a Loan Conversion Agreement with Seah Chia Yee, pursuant to which the Company agreed to
convert outstanding loan principal of $
Private Placements
On
July 28, 2026, the Company entered into a private placement agreement with Pinnacle Partners Inc., pursuant to which the Company agreed
to issue and sell shares of its common stock at a purchase price of $ per share for aggregate gross proceeds of approximately
$
On
July 30, 2026, the Company entered into separate private placement agreements with Mr. Hong Zhihao, Mr. Hong Zhiwang and Mr. Yip Wai Lun, pursuant to which the Company agreed
to issue and sell an aggregate of shares of its common stock at a purchase price of $ per share for aggregate gross proceeds
of approximately $
Other than the foregoing, the Company did not identify any material subsequent events requiring recognition or disclosure in the unaudited condensed consolidated financial statements through the date the financial statements were issued.
| F-18 |
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, 2026 and 2025 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 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 PRC, primarily 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. Therefore, our investors will not directly hold any equity interests in our operating companies. 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”. As of three months ended June 30, 2026, our continuing operations primarily consisted of garment manufacturing, logistics services, consulting services and financing services.
Our garment manufacturing business consists of sales made principally to wholesalers 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 delivery requirements for our customers. We conduct our garment manufacturing operations through two wholly-owned subsidiaries, namely YX and YS, which are located in Guangdong province, China.
Our logistics business consists of delivery and courier services covering 45 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 XKJ and PF, which are located in Guangdong province, China.
We provide business consulting and coordination services to customers seeking overseas wealth planning, insurance-related information and related cross-border service support. Our services primarily include customer consultation, appointment coordination, referral and liaison with third-party insurance brokers or other service providers, and related administrative support. We conduct our consulting service business through our wholly owned subsidiary, Yingxi HK, which is located in Hong Kong, China.
On March 30, 2026, we completed the acquisition of KMFG, a Nevada corporation with headquarters in Shenzhen, China. KMFG operates two core business segments: (i) an apparel and garment trading business focused on the wholesale distribution of men’s and women’s apparel to distributors primarily in China, sourcing directly from manufacturers without maintaining its own production facilities; and (ii) a digital publishing business conducted through its wholly owned subsidiary, GW Reader Sdn. Bhd. in Malaysia, which operates a mobile-based online fiction platform utilizing a pay-per-chapter microtransaction model for global readers. As of June 30, 2026, KMFG’s revenue contribution was not significant, and management does not currently present KMFG as a separate business line or reportable segment. Management will continue to monitor KMFG’s operations, revenue contribution and business development and will reassess the related disclosure and segment presentation as necessary in future periods.
On May 15, 2026, the Company completed the acquisition of 100% of the equity interests of Time Is Loan Limited (“Time Is Loan”), a Hong Kong company and licensed money lender. Time Is Loan is principally engaged in providing consumer and commercial financing services in Hong Kong, primarily through short-term personal loans and other financing arrangements. Its customers are primarily sourced through online advertising, social media, mobile applications and telephone marketing. Before approving and disbursing financing, Time Is Loan performs customer identification, credit assessment and sanctions screening in accordance with its internal credit and compliance procedures. The results of Time Is Loan have been included in the Company’s consolidated financial statements from the acquisition date.
Business Objectives
Garment Manufacturing Business
We believe the strength of our garment manufacturing business is mainly due to our consistent emphasis on exceptional quality and timely delivery. The primary business objective for our garment manufacturing segment is to expand our customer base and improve our profit.
| 3 |
Logistics Services Business
The business objective and future plan for our logistics services segment is to establish an efficient logistics system and to build a nationwide delivery and courier network in China. As of June 30, 2026, we provided logistics services to over 45 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 in the year 2027.
Consulting Services Business
The business objective of our consulting service line is to provide advisory, referral, coordination and administrative support services in connection with overseas insurance configuration, wealth management planning, identity planning, education planning and related cross-border service needs. We intend to develop this business as an asset-light service business with an emphasis on high-value consulting services, digital tools and private-domain customer management.
Financing Services Business
The business objective of our financing services business is to provide consumer and commercial financing services in Hong Kong. We intend to expand our customer base through digital and other marketing channels while maintaining prudent credit assessment, regulatory compliance and effective risk management. We expect to continue developing this business and improve its contribution to the Company’s future growth.
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.
Consulting Services Business
Management expects relatively stronger customer activity during June to September, October to December, holidays and weekends, while January to March is generally expected to be a traditional slower season due to the Chinese New Year period. Actual seasonality may vary based on customer demand, market conditions, regulatory developments and the availability of third-party service providers.
Financing Services Business
Management expects customer demand for our financing services business to vary based on seasonal consumer spending patterns, short-term liquidity needs, marketing activities and general economic conditions in Hong Kong. Customer application activity may increase before holidays and during periods of higher consumer spending. Actual seasonality may vary depending on market conditions, borrower demand, competition, regulatory developments and our credit risk management considerations.
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.
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.
Consulting Services Business
For consulting services, the credit period is generally 30 to 60 days, depending on the service arrangement, customer relationship, settlement cycle with third-party service providers and internal credit review. We do not directly collect customer insurance premiums. Premiums must be paid by customers directly to the relevant insurance company’s designated bank account or official payment gateway.
Financing Services Business
For financing services, borrowers are required to repay principal and interest in accordance with the repayment schedule set out in the applicable loan agreement. Loan terms generally range from approximately half a month to 12 months. Before approving and disbursing financing, we perform customer identification, credit assessment and sanctions screening in accordance with our internal credit and compliance procedures. We monitor repayments on an ongoing basis, and past-due balances are subject to follow-up and collection procedures in accordance with our internal policies.
| 4 |
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.
Critical Accounting Estimates
The preparation of our consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures in the consolidated financial statements and accompanying notes. Management evaluates its estimates on an ongoing basis based on historical experience, current conditions and other assumptions that management believes are reasonable under the circumstances. Actual results could differ from those estimates.
Management believes that the following accounting estimates involve a significant level of judgment or estimation uncertainty and are important to an understanding of our financial condition and results of operations. Management has discussed significant audit matters, including accounting estimates and related financial statement disclosures, with the Audit Committee in connection with the annual audit process.
Goodwill and Impairment Assessment
As a result of the acquisition of KMFG during the fiscal year ended March 31, 2026, the Company recognized goodwill in its consolidated financial statements. Goodwill represents the excess of the purchase consideration over the estimated fair value of identifiable net assets acquired and liabilities assumed in a business combination. The determination of goodwill requires management to make judgments and assumptions regarding the fair value of assets acquired and liabilities assumed, including assumptions related to future cash flows, discount rates, useful lives, market conditions and other valuation inputs.
The Company evaluates goodwill for impairment at least annually and more frequently if events or changes in circumstances indicate that the carrying amount of goodwill may not be recoverable. During the three months ended June 30, 2026, management considered whether any events or changes in circumstances indicated potential impairment of goodwill, including the Company’s operating results, financial performance and other relevant business and market conditions. No impairment of goodwill was identified during the three months ended June 30, 2026.
Going Concern Assessment
The Company has a history of net losses and operating losses and has used cash in operating activities, which have raised substantial doubt about its ability to continue as a going concern. During the three months ended June 30, 2026, the Company reported net income, primarily as a result of a non-cash fair value gain on derivative liabilities; however, the Company continued to incur a loss from operations and negative cash flows from operating activities.
Management evaluates whether conditions or events, considered in the aggregate, raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. This assessment requires management to consider the Company’s liquidity, working capital, operating results, cash flows, debt obligations, available financing sources and management’s plans to mitigate adverse conditions.
Management’s going concern assessment involves significant judgment, including assumptions regarding the Company’s ability to improve operating results, manage operating costs, collect receivables, develop its consulting and financing services businesses and obtain additional financing when necessary. Changes in these assumptions or the Company’s ability to execute its plans could affect management’s going concern assessment and related disclosures.
Revenue Recognition
Revenue from continuing operations is generated primarily from garment manufacturing, logistics services, consulting services and financing services. Revenue from contracts with customers relating to garment manufacturing, logistics services and consulting services is recognized in accordance with ASC Topic 606, Revenue from Contracts with Customers, when control of the promised goods or services is transferred to the customer in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. Interest income generated from the Company’s financing services is not within the scope of ASC Topic 606 and is recognized over the contractual term of the underlying financing based on the outstanding principal and the applicable contractual interest rate or effective yield, as appropriate.
For revenue streams within the scope of ASC Topic 606, the Company applies the following five-step model to recognize revenue from contracts with customers: (i) identification of the contract with the customer; (ii) identification of the performance obligations in the contract; (iii) determination of the transaction price; (iv) allocation of the transaction price to the performance obligations in the contract; and (v) recognition of revenue when, or as, the Company satisfies the performance obligations.
| 5 |
The following table summarizes the Company’s major revenue streams for the three months ended June 30, 2026 and 2025:
| Type of Revenue |
Amount for June 30, 2026 |
Amount for June 30, 2025 |
Principal/Agent Assessment |
Timing of Revenue Recognition |
||||||||
| Garment Manufacturing Business | $ | - | $ | 19,896 | Principal | Point in time | ||||||
| Logistics Service | $ | 721,196 | $ | 806,458 | Principal | Point in time | ||||||
| Consulting Services | $ | 2,542,196 | $ | Nil | Agent | Point in time | ||||||
| Financing Service | $ | 172,185 | $ | Nil | N/A | Over the contractual financing term | ||||||
| Others | $ | 2,062 | $ | Nil | Principal | Point in time | ||||||
| Property Management Business (discontinued operations; excluded from total) | $ | Nil/ Discontinued operation | $ | Discontinued operation | Principal | Overtime | ||||||
| Total revenue from continuing operations | $ | 3,437,639 | $ | 826,354 | ||||||||
For the garment manufacturing business, revenue is generated primarily from the sale of garments and related products to customers based on purchase orders or sales contracts. The Company generally recognizes revenue at a point in time when control of the products is transferred to the customer, which typically occurs upon delivery of the products to the customer or other delivery point specified in the relevant customer arrangement. At that time, the customer has the ability to direct the use of, and obtain substantially all of the remaining benefits from, the products. Revenue is measured based on the transaction price specified in the customer contract or purchase order, net of applicable discounts, returns, allowances or other variable consideration, if any. The Company did not have any material discounts, returns, allowances or other variable consideration related to garment manufacturing revenue during the three months ended June 30, 2026.
For the logistics services business, revenue is generated primarily from the provision of delivery, transportation and related logistics services. The Company generally recognizes revenue at a point in time when the related logistics service has been completed in accordance with the customer arrangement. The Company’s performance obligation is typically satisfied when the goods have been delivered to the agreed destination or when the relevant delivery or logistics service has otherwise been completed and accepted by the customer. Revenue is measured based on the agreed service fee specified in the customer contract, delivery order, settlement statement or other relevant arrangement. The Company did not have any material rebates, credits or other variable consideration related to logistics services revenue during three months ended June 30, 2026.
For the consulting services business, revenue is generated through Yingxi HK, the Company’s Hong Kong subsidiary. The consulting services primarily includes customer consultation, appointment coordination, referral and liaison with third-party insurance brokers or other service providers, and related administrative support. The Company generally recognizes revenue when the agreed consulting, referral, coordination or administrative support services have been completed and the Company’s right to consideration has been established. If the consideration is contingent upon the successful completion or effectiveness of a customer arrangement with a third-party service provider, the Company recognizes revenue only when the contingency is resolved and it is probable that a significant reversal of revenue will not occur. The Company did not have any material refunds, clawbacks or other variable consideration related to consulting services revenue during the three months ended June 30, 2026.
The Company evaluates whether it acts as a principal or an agent in each consulting services arrangement. To the extent the Company acts as an agent and does not control the underlying insurance products or other third-party services before they are provided to customers, the Company recognizes revenue on a net basis for the consulting, referral or coordination fee to which it expects to be entitled, and does not recognize the gross amount of insurance premiums or other amounts charged by third-party service providers.
For the financing services business, the Company provides consumer and commercial financing services through Time Is Loan, the Company’s wholly owned Hong Kong subsidiary and a licensed money lender. The financing services business primarily generates interest income from short-term personal loans and other financing arrangements. Interest income is not within the scope of ASC Topic 606 and is recognized over the contractual term of the underlying financing based on the outstanding principal and the applicable contractual interest rate or effective yield, as appropriate. Principal repayments are applied against the related loans receivable and are not recognized as income. Loans receivable are carried at amortized cost, net of an allowance for expected credit losses.
The Company’s property management and subleasing business was disposed of during the fiscal year ended March 31, 2026 and has been classified as discontinued operations. Accordingly, the revenue recognition policies described above relate only to the Company’s continuing operations.
For contracts with customers within the scope of ASC Topic 606, the Company generally does not have a significant financing component, as the period between the transfer of the promised goods or services and payment is generally one year or less. Accounts receivable related to such contracts are recorded when the Company has an unconditional right to consideration. Amounts received from customers before the Company satisfies its performance obligations are recorded as contract liabilities or deferred revenue and are recognized as revenue when the related performance obligations are satisfied. The foregoing treatment does not apply to the Company’s financing services business, for which loans receivable and related interest income are accounted for under the applicable financial instrument and credit loss guidance.
| 6 |
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.
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 uses 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 and Loan Receivables, Net
Accounts receivable are classified as financial assets measured at amortized cost and are stated at their historical carrying amounts, net of an allowance for expected credit losses. Accounts receivable are recognized when the Company has an unconditional right to consideration. The amortized cost represents the amount recognized on initial recognition, adjusted for subsequent collections, amortization, if applicable, and any allowance for expected credit losses.
The Company recognizes an allowance for expected credit losses on accounts receivable in accordance with ASC Topic 326, Financial Instruments—Credit Losses (“ASC 326”). In estimating expected credit losses, the Company considers historical credit loss experience, customer payment history, aging of receivables, debtor-specific factors, current economic conditions and reasonable and supportable forecasts of future conditions, where appropriate. Receivables that share similar risk characteristics are generally evaluated on a collective basis, while receivables that do not share similar risk characteristics are evaluated individually.
Receivables are written off when available information indicates that the counterparty is experiencing severe financial difficulty and there is no reasonable expectation of recovery, including, where applicable, when the counterparty has entered into liquidation or bankruptcy proceedings. Receivables written off may remain subject to collection or enforcement activities where appropriate. Any subsequent recoveries are recognized in profit or loss.
Following the acquisition of Time Is Loan Limited (“Time Is Loan”) on May 15, 2026, the Company also has loan receivables arising from its financing services business. Loan receivables are measured at amortized cost, net of an allowance for expected credit losses. Interest income is recognized over the contractual term of the underlying financing based on the outstanding principal and the applicable contractual interest rate or effective yield, as appropriate. Principal repayments are applied against the related loan receivables and are not recognized as income.
The allowance for expected credit losses on loan receivables represents management’s estimate of credit losses expected over the contractual life of the loans. In estimating expected credit losses, management considers relevant information including historical loss experience, borrower credit profiles, delinquency status, repayment history, collateral values, if applicable, current portfolio and economic conditions, and reasonable and supportable forecasts. Loans with similar risk characteristics are evaluated on a collective basis, while loans that no longer share similar risk characteristics are evaluated individually.
As of June 30, 2026 and March 31, 2026, the allowance for expected credit losses related to trade and other receivables was approximately $52,515 and $51,629, respectively.
Except for the addition of accounting policies related to loan receivables, interest income and the related allowance for expected credit losses following the acquisition of Time Is Loan, there were no material changes to the Company’s accounting policies during the three months ended June 30, 2026. Other than the changes described above, there is no change in the accounting policies for the three months ended June 30, 2026.
| 7 |
Recently issued and adopted accounting pronouncements
The Company reviews new accounting standards as issued by the Financial Accounting Standards Board, or FASB, and evaluates the potential impact of such standards on the Company’s consolidated financial statements and related disclosures.
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. ASU 2023-07 requires enhanced disclosures about significant segment expenses and other segment items and applies to all public entities, including entities with a single reportable segment. The Company adopted ASU 2023-07 for the fiscal year ended March 31, 2026. The adoption of ASU 2023-07 did not have a material impact on the Company’s consolidated financial position, results of operations or cash flows, but resulted in enhanced segment-related disclosures.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 requires enhanced income tax disclosures, including additional disaggregation of information in the rate reconciliation and income taxes paid by jurisdiction. The Company adopted ASU 2023-09 for the fiscal year ended March 31, 2026. The adoption of ASU 2023-09 did not have a material impact on the Company’s consolidated financial position, results of operations or cash flows, but resulted in enhanced income tax-related disclosures.
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. ASU 2024-03 requires public business entities to provide additional disclosures about certain categories of expenses included in relevant income statement captions. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statement disclosures.
In November 2024, the FASB issued ASU 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments. ASU 2024-04 clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as induced conversions. ASU 2024-04 is effective for annual reporting periods beginning after December 15, 2025 and interim reporting periods within those annual reporting periods, with early adoption permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures.
Management has not identified any other recently issued accounting standards that are expected to have a material impact on the Company’s consolidated financial statements or related disclosures.
Results of Operations for the three months ended June 30, 2026 and 2025
The following table summarizes our results of operations for the three months ended June 30, 2026 and 2025. 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 2026 | |||||||||||||||||||||||
| 2026 | 2025 | compared to 2025 | ||||||||||||||||||||||
| (In U.S. dollars, except for percentages) | ||||||||||||||||||||||||
| Revenue | $ | 3,437,639 | 100.0 | % | $ | 826,354 | 100.0 | % | $ | 2,611,285 | 316.0 | % | ||||||||||||
| Cost of revenues | (3,023,014 | ) | (87.9 | )% | (635,940 | ) | (77.0 | )% | (2,387,074 | ) | 375.4 | % | ||||||||||||
| Gross profit | 414,625 | 12.1 | % | 190,414 | 23.0 | % | 224,211 | 117.7 | % | |||||||||||||||
| Operating expenses | (1,090,696 | ) | (31.7 | )% | (545,289 | ) | (66.0 | )% | (545,407 | ) | 100.0 | % | ||||||||||||
| Loss from operations | (676,071 | ) | (19.7 | )% | (354,875 | ) | (42.9 | )% | (321,196 | ) | (90.5 | )% | ||||||||||||
| Share of net loss of equity method investee | (9,059 | ) | (0.3 | )% | - | - | (9,059 | ) | ||||||||||||||||
| Other income, net | 58,196 | 1.7 | % | 353,651 | 42.8 | % | (295,455 | ) | (83.5 | )% | ||||||||||||||
| Fair value gain or loss | 3,024,540 | 88.0 | % | 453,448 | 46.2 | % | 2,571,092 | 567.0 | % | |||||||||||||||
| Net finance cost | (8,322 | ) | (0.2 | )% | (582,732 | ) | (70.5 | )% | 574,410 | (98.6 | )% | |||||||||||||
| Income tax expense | (2 | ) | (0.1 | )% | (764 | ) | (0.1 | )% | 762 | (99.7 | )% | |||||||||||||
| Income (loss) from continuing operations | $ | 2,389,282 | 69.5 | % | $ | (131,272 | ) | (15.9 | )% | $ | 2,520,554 | (1,920 | )% | |||||||||||
| Loss from discontinued operations | - | - | (261,166 | ) | (31.6 | )% | 261,166 | (100.0 | )% | |||||||||||||||
| Net income (loss) | $ | 2,389,282 | 69.5 | % | $ | (392,438 | ) | (47.5 | )% | $ | 2,781,720 | (708.8 | )% | |||||||||||
Revenue
Revenue for the three months ended June 30, 2026 was approximately $3.4 million. The increase compared with the corresponding period in 2025 was primarily attributable to approximately $2.5 million of consulting services revenue and approximately $0.17 million of financing services revenue following the acquisition of Time Is Loan, partially offset by lower logistics services revenue and the continued contraction of the garment manufacturing business.
The Company did not generate garment manufacturing revenue during the three months ended June 30, 2026, compared with approximately $19,896 during the corresponding period in 2025. The decrease primarily reflected the continued scaling down of the garment manufacturing business and lower customer order volume.
Revenue from logistics services was approximately $721,196 for the three months ended June 30, 2026, compared with approximately $806,458 for the corresponding period in 2025, representing a decrease of approximately $85,000, or 10.6%. The decrease primarily reflected lower delivery volume and customer demand. The decrease in logistics services as a percentage of total revenue also reflected the significant contribution from consulting and financing services during the current period.
Revenue generated from our consulting services business was approximately $2.5 million, or 74.0% of our total revenue, for the three months ended June 30, 2026. The increase primarily reflected the continued development and expansion of our consulting services business during the period. The Company did not generate consulting services revenue during the three months ended June 30, 2025.
| 8 |
Revenue generated from our financing services business was approximately $0.2 million, or 5.0% of our total revenue, for the three months ended June 30, 2026. The financing services business was added following the Company’s acquisition of Time Is Loan Limited on May 15, 2026, and its results have been included in the Company’s consolidated results from the acquisition date. Accordingly, the Company did not generate financing services revenue during the three months ended June 30, 2025.
The results of the property management and subleasing business for the comparative period have been classified as discontinued operations following the disposal of HX.
Cost of revenue
| Three months ended June 30, | Increase (decrease) in | |||||||||||||||||||||||
| 2026 | 2025 | 2026 compared to 2025 | ||||||||||||||||||||||
| (In U.S. dollars, except for percentages) | ||||||||||||||||||||||||
| Net revenue for garment manufacturing | $ | - | - | $ | 19,896 | 100 | % | $ | (19,896 | ) | (100 | )% | ||||||||||||
| Raw materials | - | - | 7,022 | 35.3 | % | (7,022 | ) | (100 | )% | |||||||||||||||
| Labor | - | - | 8,120 | 40.8 | % | (8,120 | ) | (100 | )% | |||||||||||||||
| Other and Overhead | - | - | 1,230 | 6.2 | % | (1,230 | ) | (100 | )% | |||||||||||||||
| Total cost of revenue for garment manufacturing | - | - | 16,372 | 82.3 | % | (16,372 | ) | (100 | )% | |||||||||||||||
| Gross profit for garment manufacturing | - | - | 3,524 | 17.7 | % | 3,524 | (100 | )% | ||||||||||||||||
| Net revenue for logistics services | 721,196 | 100.0 | % | 806,458 | 100.0 | % | (85,262 | ) | (10.6 | )% | ||||||||||||||
| Fuel, toll and other cost of logistics services | 514,913 | 71.4 | % | 571,083 | 70.8 | % | (56,170 | ) | (9.8 | )% | ||||||||||||||
| Subcontracting fees | 100,574 | 13.9 | % | 48,485 | 6.0 | % | 52,089 | 107.4 | % | |||||||||||||||
| Total cost of revenue for logistics services | 615,487 | 85.3 | % | 619,568 | 76.8 | % | (4,081 | ) | (0.7 | )% | ||||||||||||||
| Gross Profit for logistics services | 105,709 | 14.7 | % | 186,890 | 23.2 | % | (81,181 | ) | (43.4 | )% | ||||||||||||||
| Net revenue for consulting service | 2,542,196 | 100.0 | % | - | - | 2,542,196 | ||||||||||||||||||
| Total cost of revenue for consulting service | 2,349,034 | 92.4 | % | - | - | 2,349,034 | ||||||||||||||||||
| Gross Profit for consulting service | 193,162 | 7.6 | % | - | - | 193,162 | ||||||||||||||||||
| Net revenue for financing service | 172,185 | 100.0 | % | - | - | 172,185 | ||||||||||||||||||
| Total cost of revenue for financing service | 56,837 | 33.0 | % | - | - | 56,837 | ||||||||||||||||||
| Gross Profit for financing service | 115,348 | 67.0 | % | - | - | 115,348 | ||||||||||||||||||
| Net revenue for other | 2,062 | 100.0 | % | - | - | 2,062 | ||||||||||||||||||
| Total cost of revenue for other | 1,656 | 80.3 | % | - | - | 1,656 | ||||||||||||||||||
| Gross Profit for other | 406 | 19.7 | % | - | - | 406 | ||||||||||||||||||
| Total cost of revenue from continuing operations | $ | 3,023,014 | 87.9 | % | $ | 635,940 | 77.0 | % | $ | 2,387,074 | 375.4 | % | ||||||||||||
| Gross profit from continuing operations | $ | 414,625 | 12.1 | % | $ | 190,414 | 23.0 | % | $ | 224,211 | 117.8 | % | ||||||||||||
For our garment manufacturing business, we did not generate revenue for the three months ended June 30, 2026. Accordingly, no material cost of revenue was incurred in connection with the garment manufacturing business during the period.
Subcontracting fees for our logistics services business were approximately $100,574 for the three months ended June 30, 2026, compared with approximately $48,485 for the corresponding period in 2025, representing an increase of approximately $52,089, or 107.4%. Subcontracting fees represented approximately 13.9% and 6.0% of logistics services revenue for the respective periods. The increase primarily reflected greater utilization of third-party contractors during the current period.
Fuel, toll and other transportation-related costs for our logistics services business were approximately $0.5 million for the three months ended June 30, 2026, compared with approximately $0.6 million for the three months ended June 30, 2025. Such costs represented approximately 71.4% and 70.8% of the revenue generated from our logistics services business for the three months ended June 30, 2026 and 2025, respectively. The increase in such costs as a percentage of logistics services revenue was primarily attributable to lower logistics revenue during the current period and the increased use of third-party contractors.
| 9 |
The Company continued to develop its consulting services business during the three months ended June 30, 2026. Cost of revenue related to the consulting services business was approximately $2.3 million, representing approximately 92.4% of consulting services revenue for the period. Such costs primarily consisted of service fees and other amounts payable to third-party service providers and cooperation partners in connection with the delivery of consulting and coordination services.
On May 15, 2026, the Company completed the acquisition of Time Is Loan Limited, a Hong Kong company and licensed money lender, and commenced consolidating its financing services business from the acquisition date. Cost of revenue related to the financing services business was approximately $56,837 for the three months ended June 30, 2026, representing approximately 33.0% of financing services revenue for the period.
Gross profit
Our garment manufacturing business did not generate gross profit for the three months ended June 30, 2026, as no revenue was generated from this business during the period. By comparison, gross profit from our garment manufacturing business was approximately $3,524 for the three months ended June 30, 2025, representing a gross margin of approximately 17.7%. The decrease was primarily attributable to the continued scaling down of our garment manufacturing business and a significant reduction in customer orders, which resulted in no material garment manufacturing revenue being recognized during the three months ended June 30, 2026.
Gross profit from our logistics services business for the three months ended June 30, 2026 was approximately $105,709, representing a gross margin of approximately 14.7%, compared with approximately $186,890 and a gross margin of approximately 23.2% for the three months ended June 30, 2025. The decrease in gross profit and gross margin was primarily attributable to lower logistics services revenue during the current period, together with increased utilization of third-party contractors and relatively higher transportation and other operating costs as a percentage of revenue.
Gross profit from our consulting services business for the three months ended June 30, 2026 was approximately $193,162, representing a gross margin of approximately 7.6%. The relatively low gross margin primarily reflected the significant service fees and other amounts payable to third-party service providers and cooperation partners in connection with the delivery of consulting and coordination services.
Gross profit from our financing services business for the three months ended June 30, 2026 was approximately $115,348, representing a gross margin of approximately 67.0%. The financing services business was included in the Company’s consolidated results following the acquisition of Time Is Loan Limited on May 15, 2026. The gross margin primarily reflected interest income generated from the financing portfolio, net of costs directly associated with the operation of the financing services business.
| Three months ended June 30, | Increase (decrease) in | |||||||||||||||||||||||
| 2026 | 2025 | 2026 compared to 2025 | ||||||||||||||||||||||
| (In U.S. dollars, except for percentages) | ||||||||||||||||||||||||
| Gross profit | $ | 414,625 | 100 | % | $ | 190,414 | 100 | % | 224,211 | 117.7 | % | |||||||||||||
| Operating expenses: | ||||||||||||||||||||||||
| Selling expenses | (99,458 | ) | (24.0 | )% | (6,661 | ) | (3.5 | )% | (92,797 | ) | 1,393.1 | % | ||||||||||||
| General and administrative expenses | (991,238 | ) | (239.0 | )% | (538,628 | ) | (282.9 | )% | (452,610 | ) | 84.0 | % | ||||||||||||
| Total | $ | (1,090,696 | ) | (263.1 | )% | $ | (545,289 | ) | (286.4 | )% | (545,407 | ) | 100.0 | % | ||||||||||
| Loss from operations | $ | (676,071 | ) | (163.1 | )% | $ | (354,875 | ) | (186.4 | )% | (321,196 | ) | 90.5 | % | ||||||||||
Selling, General and administrative expenses
Selling expenses from continuing operations were approximately $99,458 for the three months ended June 30, 2026, compared with approximately $6,661 for the three months ended June 30, 2025, representing an increase of approximately $92,797, or 1,393.1%. The increase was primarily attributable to selling and marketing expenses incurred by our newly acquired financing services business. Selling expenses attributable to the financing services business were approximately $95,079 for the three months ended June 30, 2026, primarily consisting of advertising and customer acquisition-related expenses. Other selling expenses mainly consisted of local transportation, unloading and product inspection expenses associated with the Company’s other continuing operations.
General and administrative expenses of our garment manufacturing business were approximately $1,654 and $26,450 for the three months ended June 30, 2026 and 2025, respectively. The decrease was consistent with the continued scaling down of our garment manufacturing operations during the current period.
General and administrative expenses of our logistics services business were approximately $176,571 and $200,372 for the three months ended June 30, 2026 and 2025, respectively.
The Company disposed of its property management and subleasing business in July 2025. General and administrative expenses attributable to that business for the three months ended June 30, 2025 were approximately $41,131 and are included in discontinued operations rather than in general and administrative expenses from continuing operations.
General and administrative expenses of our consulting services business were approximately $99,738 for the three months ended June 30, 2026.
General and administrative expenses of our financing services business were approximately $94,306 for the three months ended June 30, 2026. The financing services business was included in the Company’s consolidated operations following the acquisition of Time Is Loan Limited on May 15, 2026.
| 10 |
General and administrative expenses classified as other were approximately $19,097 for the three months ended June 30, 2026, primarily representing expenses incurred by Keemo Fashion Group Limited and its subsidiaries.
General and administrative expenses of our corporate office were approximately $148,627 and $311,806 for the three months ended June 30, 2026 and 2025, respectively. General and administrative expenses primarily consisted of administrative salaries, office expenses, depreciation and amortization, repairs and maintenance, legal and professional fees and other expenses that were not directly attributable to revenue-generating activities.
General and administrative expenses increased during the three months ended June 30, 2026 compared with the corresponding period in 2025. The increase was primarily attributable to approximately $0.45 million of stock-based compensation expense recognized in connection with fully vested equity awards granted on April 8, 2026, together with expenses associated with the consulting services and financing services businesses and KMFG, partially offset by lower recurring corporate and logistics-related expenses.
Loss from operations
Loss from continuing operations before non-operating items for the three months ended June 30, 2026 and 2025 was approximately $676,071 and $354,875, respectively, representing an increase of approximately $321,196, or 90.5%.
Loss from operations attributable to our garment manufacturing business was approximately $1,654 and $29,587 for the three months ended June 30, 2026 and 2025, respectively. Loss from operations attributable to our logistics services business was approximately $70,862 and $13,481 for the three months ended June 30, 2026 and 2025, respectively. Income from operations attributable to our consulting services business was approximately $93,425 for the three months ended June 30, 2026. Loss from operations attributable to our financing services business was approximately $74,037 for the three months ended June 30, 2026. Other operating loss was approximately $19,097, primarily attributable to Keemo Fashion Group Limited and its subsidiaries. Corporate operating expenses were approximately $603,843 and $311,807 for the three months ended June 30, 2026 and 2025, respectively.
The increase in overall loss from operations was primarily attributable to higher corporate operating expenses and the operating contribution from our consulting services business, and increased losses from our logistics services business and expenses associated with our financing services business and Keemo Fashion Group Limited.
Income Tax Expenses
Income tax expense for the three months ended June 30, 2026 and 2025 was approximately $2 and $764, respectively. YX primarily operates in the PRC and files tax returns in the PRC jurisdictions.
Yingxi Seychelles was incorporated in the Republic of Seychelles and, under the current laws of Seychelles, 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, 2026 and 2025.
WFOE and YX were incorporated in the PRC and is subject to the PRC Enterprise Income Tax (EIT) rate of 25%. No provision for income taxes in the PRC has been made as WFOE and YX had no taxable income for the three months ended June 30, 2026 and 2025.
PRC operating companies are governed by the Income Tax Laws of the PRC. All YX’s operating companies are subject to progressive EIT rates from 5% to 15% in 2026. The preferential tax rates will expire at end of year 2026.
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, 2026 and 2025.
Net Income (Loss)
We reported net income of approximately $2.4 million for the three months ended June 30, 2026 and net loss of approximately $0.4 million for the three months ended June 30, 2025. Income from continuing operations for the 2026 period was approximately $2.4 million, while loss from continuing operations and loss from discontinued operations for the 2025 period were approximately $0.1 million and $0.3 million, respectively. Basic and diluted income (loss) per share from continuing operations was $2.93 and ($0.30) for the 2026 and 2025 periods, respectively; loss per share from discontinued operations was nil and ($0.61), respectively; and total basic and diluted income (loss) per share was $2.93 and ($0.91), respectively.
| 11 |
Summary of cash flows
Summary cash flow information for the three months ended June 30, 2026 and 2025 is as follows:
| Three months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| (In U.S. dollars) | ||||||||
| Net cash used in operating activities | $ | (24,366 | ) | $ | (458,163 | ) | ||
| Net cash used in investing activities | (432,121 | ) | (79,455 | ) | ||||
| Net cash provided by financing activities | $ | 645,682 | $ | 553,822 | ||||
Net cash used in operating activities in the three months ended June 30, 2026 decreased by approximately $0.43 million compared with that of the three months ended June 30, 2025. The decrease was because (i) net loss adjusted to operating cash flow for the three months ended June 30, 2026 was $0.1 million less than that of the three months ended June 30, 2025; (ii) the movement of operating assets and liabilities in the three months ended June 30, 2026 resulted in cash inflow of approximately $0.1 million, which was $0.2 million more than that of the corresponding period in 2025.
Net cash used in investing activities for the three months ended June 30, 2026 was approximately $0.4 million more than that of 2025. It was mainly due to payment of approximately $0.6 million for long-term loans in our financing service business and cash inflow of $0.2 million from acquired subsidiary by transfer of common stock of the Company.
Net cash provided by financing activities for the three months ended June 30, 2026 increased by approximately $0.1 million, compared to the three months ended June 30, 2025. The increase was mainly because in the three months ended June 30, 2026, the related parties repaid $0.2 million to the Company, and received proceeds from loan payable of $0.4 million. While in the three months ended June 30, 2025, the Company had release of restricted cash of $1.3 million, paid net cash advance of $0.9 million to related parties, and received net proceeds from bank loans of $0.1 million.
Financial Condition, Liquidity and Capital Resources
As of June 30, 2026, we had cash on hand of approximately $0.8 million, total current assets of approximately $27.4 million and current liabilities of approximately $7.4 million. We presently finance our operations primarily through cash flows from revenue, existing cash resources, capital contributions or financial support from our chief executive officer, Mr. Hong Zhida, and, if necessary, potential future financing activities, including equity financing, debt financing, private placements or other financing arrangements. There can be no assurance that additional financing will be available to us on commercially acceptable terms, or at all.
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, Mr. Hong has indicated his intention and willingness to provide additional equity financing, if necessary.
Foreign Currency Translation Risk
Our operations are located primarily in China and Hong Kong, 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”) and Hong Kong dollar (“HKD”). Our sales are primarily denominated in RMB, while sales generated by our Hong Kong operations are denominated in HKD. In the past years, RMB continued to appreciate against the U.S. dollar. As of June 30, 2026, the market foreign exchange rates were RMB 6.80 and HKD 7.84 to one U.S. dollar, respectively. 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 (loss) for the three months ended June 30, 2026 and 2025 was approximately $(0.06) million and ($0.04) 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, 2026 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) under the Securities Exchange Act of 1934, as amended (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, 2026. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, 2026.
Changes in Internal Controls over Financial Reporting
During the three months ended June 30, 2026, in connection with the acquisition of Time Is Loan Limited on May 15, 2026, the Company began integrating the financial reporting processes and controls of Time Is Loan into the Company’s internal control over financial reporting. These processes include controls relating to loan receivables, interest income recognition, loan collections, credit loss assessment and period-end financial reporting.
The Company continues to evaluate and integrate the acquired business’s financial reporting processes into its existing internal control framework. Other than the changes associated with the integration of Time Is Loan described above, there were no changes in the Company’s internal control over financial reporting during the three months ended June 30, 2026 that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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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
There were no unregistered sales of equity securities of the Company during the period covered by this quarterly report, which were not previously reported in a Current Report on Form 8-K.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not Applicable.
Item 5. Other Information
None.
Item 6. Exhibits
* In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 34-47986, the certifications furnished in Exhibits 32.1 and 32.2 herewith are deemed to accompany this Form 10-Q and will not be deemed filed for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act or the Exchange Act.
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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. | ||
| Date: August 14, 2026 | By: | /s/ Hong Zhida |
| Hong Zhida | ||
| President, Chief Executive Officer and Director, | ||
| (Principal Executive Officer) | ||
| Date: August 14, 2026 | By: | /s/ Huang Chao |
| Huang Chao | ||
| Chief Financial Officer and Treasurer | ||
| (Principal Financial and Accounting Officer) | ||
| 15 |
Exhibit 31.1
CERTIFICATION
PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Hong Zhida, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of Addentax Group Corp.; | |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
| 4. | I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; |
| 5. | I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: August 14, 2026
| /s/ Hong Zhida | |
| Hong Zhida | |
|
President, Chief Executive Officer, Secretary and Director (Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION
PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Huang Chao, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of Addentax Group Corp.; | |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
| 4. | I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; |
| 5. | I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: August 14, 2026
| /s/ Huang Chao | |
| Huang Chao | |
|
Chief Financial Officer and Treasurer (Principal Financial Officer) |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
The undersigned, Hong Zhida, Chief Executive Officer, of Addentax Group Corp., hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| (1) | the quarterly report on Form 10-Q of Addentax Group Corp. for the period ended June 30, 2026 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | |
| (2) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Addentax Group Corp. |
| Dated: August 14, 2026 | |
| /s/ Hong Zhida | |
| Hong Zhida | |
|
President, Chief Executive Officer, Secretary and Director (Principal Executive Officer) |
The foregoing certification is being furnished solely pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code) and is not being filed as part of a separate disclosure document.
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
The undersigned, Huang Chao, Chief Financial Officer, of Addentax Group Corp., hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| (1) | the quarterly report on Form 10-Q of Addentax Group Corp. for the period ended June 30, 2026 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | |
| (2) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Addentax Group Corp. |
| Dated: August 14, 2026 | |
| /s/ Huang Chao | |
| Huang Chao | |
|
Chief Financial Officer, Treasurer (Principal Financial Officer) |
The foregoing certification is being furnished solely pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code) and is not being filed as part of a separate disclosure document.