UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-K

 

[X] Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the fiscal year ended March 31, 20182019

 

[  ] Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the transition period from __________ to __________

 

Commission file number: 333-206097

 

ADDENTAX GROUP CORP.

(Exact name of small business issuer as specified in its charter)

 

Nevada 3990 35-2521028
(State or other jurisdiction of
incorporation or organization)
 

(Primary Standard Industrial

Classification Number)

 

(IRS Employer

Identification Number)

 

Floor 13th, Building 1,Kingkey 100, Block B, Zhihui Square,A, Room 5403

NanshanLuohu District, Shenzhen City, China 518000

(Address of principal executive offices and Zip Code)

 

+(86) 755 86961 4058233 0336

(Registrant’s telephone number, including area code)

 

addentax@gmail.com

(Registrant’s email)

 

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common StockATXGOTC Market

None

Securities registered under Section 12(b) of the Exchange Act

 

None

Securities registered under Section 12(g) of the Exchange Act

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [  ] No [X]

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes [  ] No [X]

 

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

 

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

Yes [X] No [  ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] No [  ] No [X]

 

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

 

Large accelerated filer [  ] Accelerated filer [  ]
   
Non-accelerated filer [  ](Do not check if a smaller reporting company)Smaller reporting company [  ][X]
   
  Emerging growth company [X]

 

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

 

State

The aggregate market value of the 25,346,004 shares of common equity stock held by non-affiliates of the Registrant was approximately $2,078,372,328 on the last business day of the Registrant’s most recently completed second fiscal quarter, based on the last sale price of the registrant’s common stock on such date of $82 per share.

The number of shares outstanding of each of the issuer’s classes ofRegistrant’s common equity, as of the latest practicable date: 506,920,000 common shares issued and outstandingstock as of July 16th, 2018.01, 2019 was 25,346,004.

 

 

 

 

 

TABLE OF CONTENTS

 

PART I  
   
Item 1.Description of Business.3
Item 1A.Risk Factors.78
Item 1B.Unresolved Staff Comments.719
Item 2Description of Property.Properties.719
Item 3.Legal Proceedings.719
Item 4.Mine Safety Disclosures.719
   
PART II  
   
Item 5.Market for Registrant’s Common Equity, and Related Stockholder Matters.Matters and Issuer Purchases of Equity Securities.720
Item 6.Selected Financial Data.821
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations.821
Item 7A.Quantitative and Qualitative Disclosures about Market Risk.1528
Item 8.Financial Statements and Supplementary Data.1629
Item 9.Changes In and Disagreements with Accountants on Accounting and Financial Disclosure.1730
Item 9A (T).Controls and Procedures.1730
Item 9B.Other Information.1831
   
PART III  
   
Item 10Directors, Executive Officers Promoters and Control Persons of the Company.Corporate Governance.1831
Item 11.Executive Compensation.2034
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.2035
Item 13.Certain Relationships and Related Transactions.Transactions, and Director Independence.2136
Item 14.Principal Accounting Fees and Services.2136
   
PART IV  
   
Item 15.Exhibits, Financial Statement Schedules2136
Item 16Form10-K Summary36
   
Signatures2237

 

2

 

 

PART I

 

Item 1. Description of Business

 

Forward-looking statements

 

Statements made in this Form 10-K that are not historical or current facts are “forward-looking statements” made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the “Act”) and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” “approximate” or “continue,” or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management’s best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

 

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

 

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

 

We have a fiscal year-end of March 31. The business office is located at Floor 13th, Building 1,Kingkey 100, Block B, Zhihui Square, NanshanA, Room 5403, Luohu District, Shenzhen City, China 518000. Our telephone number is +(86) 755 8696 1405.8233 0336.

 

Current Business

 

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

 

After the Share Exchange,completion of the S&P, YICG’s business became our business. We are a garment manufacturer and logisticlogistics service provider based in China. We are listed on the OTCQB under the symbol of “ATXG”. We classify our businesses into two segments: Garmentgarment manufacturing and logistics services.

 

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

 

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

 

3

 

 

Business Objectives

Garment Manufacturing BusinessCompetitive Strengths

 

We believe we have the enduring strengthfollowing competitive strengths:

Cost-effective production. We have adopted a vertical integration production process. We produce garments in our own production facilities and employ our in-house transport teams to deliver garments to our customers. This one-stop service optimizes production efficiency and saves costs by lowering the cost per unit, thereby achieving economies of scale.

Stringent quality control process. As of March 31, 2019, we had 15 employees in the production department that are responsible for conducting our quality control process. We implement a stringent quality control process which monitors various stages of our garment manufacturing business, including sampling checks of semi-finished products and finished products. We prepare inspection reports to address the quality problems and make recommendations to improve the quality of our products. During final product inspection, we pay special attention to the measurements, workmanship, ironing and packaging of our products to help best ensure that the quality of our products comply with the specifications, standards and requirements of our customers.

Strong design capabilities.Our design team works closely with our customers to understand their needs and make recommendations to them. Our design team also conducts market research and attends industry exhibitions to understand the latest market trends. As of March 31, 2019, our design team consisted of four members.

Extensive delivery network. Our logistics business has nine routes and covers 66 cities in seven provinces and two municipalities in the PRC.

Business Strategies

Key elements of our business and growth strategies include the following:

Sales of raw materials. We intend to enter into exclusive agreements with textile and garment suppliers in Southeast China to be their exclusive agent and supply their textiles and garments to our customers. To execute this plan, we intend to set up several retailers for the sales of textiles and garments to retail customers and supply the textiles and garments exclusively to various high-end fashion brands.

Development of our own brands.We intend to develop our own brands that focus on fast fashion with teenagers being our primary target customers are teenagers. We plan to adopt a low cost strategy at the early stage and improve the quality of our products after increasing our market share. We are in the process of registering a trademark for our own brand and intend to start our advertising campaign after the registration of this trademark. We plan to distribute our products in different channels, including our own retailers, co-operative retailers and franchisees.

Expand our delivery network. As of March 31, 2019, we provided logistics services to over 66 cities in seven provinces and two municipalities in the PRC. We plan to open our logistics points in 20 more cities in the PRC in the third and fourth quarters of 2019.

Develop international logistics services and warehousing services.We intend to develop international logistics services for customers located all over the world and international warehousing services.

4

Our garment manufacturing business

We manufacture garments for various high-end fashion brands through two of our wholly-owned subsidiaries, Dongguan Heng Sheng Wei Garments Co., Ltd and Shantou Chenghai Dai Tou Garments Co., Ltd, which are located in Guangdong, the PRC.

Operations

Our customer relationship team is responsible for cultivating and maintaining our relationship with customers.

Our design team works closely with our customer relationship team to understand our customers’ needs and make recommendations to them based on their designs.

Our fabric team leverages our experience in fabric sourcing as well as our understanding in fabric features to recommend the types of fabric to be used in our customers’ products. Our fabric team may also suggest alternative fabrics to our customers. Our fabric team works with our research and development team to understand fabric types and aims to identify different fabric we source and improve the quality and comfort of the fabric we produce.

Our product and technical team is mainly due to our consistent emphasis on exceptional qualityresponsible for development samples of products, preparing structural and timely delivery. The primary business objectiveproduction guidance of products as well as producing paper patterns for our garment manufacturing segment is to expandproduction team. Upon order confirmation from our customers, our customer base and improverelationship team informs our profit. In the future, we planfabric team to develop our growth opportunities and continued investment initiatives to provide value-added consulting services to the apparel supply-chain companies and retailers in China.carry out raw material sourcing.

 

Logistic Business

We source finished fabric and yarns from our suppliers for garment production. The business objectiveprocedures for fabric production are normally divided into the following stages: (1) spinning; (2) weaving or knitting; (3) dyeing or printing; and future plan for(4) finishing. Our fabric team normally requires four to six weeks to source raw materials from our logistic service segment is to establish an efficient logistic system and to build a nationwide delivery and courier network in China. As of December 31, 2017, we provide logistic service to over 23 cities in approximately 20 provinces. We expect toincrease the efficiency of existing logistics points and improve the net incomeyear end of 2018.

Seasonality of Businesssuppliers.

 

Our businessgarment production team is affected by seasonal trends, with higher levels ofresponsible for produce garments based on the raw materials we source. The major steps involved in garment sales inproduction include: paper patterning, fabric cutting, sewing, interim quality inspection, trimming, washing, and ironing.

Seasonality

We generally receive more purchase orders during our second and third quarters and higher logistic service revenue in our thirdless manufacture orders during May and fourth quarters. These trends primarily result from the timing of seasonal garment manufacturing shipments and holiday periods in the logistic segment.June.

 

Garment manufacturing businessCredit period

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. For our new customers, we generally require advances or deposits to be made when placing orders.

 

LogisticOur logistics business

 

For logisticWe pack products and provide logistics service to our customers through two of our wholly-owned subsidiaries, Shenzhen Xin Kuai Jie Transportation Co., Ltd., and Shenzhen Hua Peng Fa Logistic Co., Ltd., which are located in Guangdong province, the PRC. Our in-house logistics teams deliver to approximately seven provinces and two municipalities in the PRC.

Where a customer is located in an area not covered by our delivery fleet or where our in-house logistics teams are fully engaged, we will outsource delivery to third-party contractors. We believe outsourcing allows us to maximize our delivery capacity and improve inventory flexibility while minimizing capital expenditures, such shipping costs and the costs of additional drivers during low seasons.

5

Our logistics services

We provide comprehensive logistics services to our customers, which include storage, transportation, warehousing, handling, packaging and order processing. We also provide customs declaration and tax clearance service to our customers who export goods to overseas.

Our network

We have over 100 logistics points and they are located in seven provinces and two municipalities which cover 66 cities in the PRC.

Our internal management

Our management in logistics business is responsible for setting out business strategies and managing the daily operation. Specifically, they have regular meetings with different departments, conduct inspection and supervise the finance department, operation department and administration department.

Seasonality

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.

Credit period

We generally require payments from the customers between 30 to 90 days following the datetheir acknowledgement of the register receipt of packages.goods.

 

Future BusinessCustomers and Suppliers

 

Customers

Our customer base is diverse. Our customers in garment manufacturing business are mainly garment wholesalers and retailers and our customers in logistics business are mainly trading companies and logistic companies. For the years ended March 31, 2017 and 2018 and the nine months ended December 31, 2018, no single customer accounted for more than 30% of our net sales.

Suppliers

We procured our garments through various textile companies in our garment manufacturing business. In additionour logistics business, we procured our garments from packing companies and transportation companies. No single supplier accounted for more than 20% of our total costs for the years ended March 31, 2017 and 2018 and the nine months ended December 31, 2018.

Inventory

Garment manufacturing business. We maintain our raw materials in our storage facilities. We review our inventory levels in order to identify slow-moving materials and broken assortments.

Logistics business. Since we deliver products as soon as we receive orders from customers, we do not operate distribution centers and hence do not need to carry a significant amount of inventory.

Intellectual Property

We currently do not own any intellectual property rights. We are in the process of registering trademarks and copyright in relation to our garment manufacturing business we also want to kick start our supply chain management consulting service. Our supply chain management consulting service is still under development with no active clients. However, due topending approval from the uniqueness of our business model, we have attracted over 30 potential clients strongly interested in our proposed service. All those potential clients are located in China. We plan to put our proposed service into operation in second or third quarter of 2018.

To guarantee the quality of our business, we set strict rules for our potential clients and see their qualification.

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

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

Our industry chain service refers to companies meeting the requirement for development and inclusion as a supply chain outlet. Medium and small-sized enterprises all over the world can search for our service, but our current focus is on helping clients in China.

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

 

4

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

The research will include:

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

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

Our company’s service can be divided into three parts:

Consulting & Plan Design

There are four main services within this part:

Promotion Service

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

Operation Assistance Service

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

Logistics and International Trading Service

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

We will also work with qualified international trading companies to help expand clients’ global market shares. Currently we already built the trading routes to various areas like America, Australia and Africa which can help clients lower the international trading costs.

Financial Services

We will offer financial services to the selected clients. The services including long term & short term loans, financing services and inventory pledge services. Also, we plan to build a third part payment center which can improve clients’ capital turnover. Clients can employ the third part payment center to process the transaction should accept the payment terms and payment period we set. As the third part guarantee, we could help our clients to pay or receive t payments on time.

Plan implementation Assistance:

We have already built strategic cooperative relationships with over 40 textile and garments industry related entities that can provide us enriched resources. With the advantage in resources and information, we are available to assist our clients to deal with various issues and problems before and after the implementation of their respective outlets.

Additional Services

Team Establishment:

In accordance with the conditions of the clients, we will assist the clients to establish an organizational structure and a management team best suited for their business plan.

5

 

 

Headhunting” Services:Competition

While the PRC is still the world’s largest clothing manufacturer with enormous production capacity, oversupply, increasing labor costs and rising local protectionism have eroded its competitiveness.

The principal competitive factors in the garment manufacturing market include:

brand awareness and focus;
breadth of product offerings; and
quality control.

The principal competitive factors in the logistics market include:

delivery time; and
network coverage.

We believe we compete favorably with our competitors on the basis of the above factors as a result of our market position and customer base. By offering one-stop-shop services and affordable price points, we provide services to our customers that are difficult for other competitors to address.

Employees

As of March 31, 2019, we had approximately 179 employees and there was no labor union established by our employees. The following table sets out a breakdown of the number of employees by function as of March 31, 2019:

FunctionNumber of
employees
Administration23
Finance10
Logistics7
Management18
Marketing7
Production54
Operation60
Total179

According to PRC regulations, we must participate in various employee social security plans organized by local governments, including pension, unemployment insurance, childbirth insurance, work-related injury insurance, medical insurance and housing insurance. We are also required under PRC law to contribute to employee benefit plans at specified percentages of the salaries, bonuses and certain allowances of our employees, up to a maximum amount specified by the local government from time to time.

 

We workbelieve that we maintain a good working relationship with headhunting companies, i.e. companies that provide employment or recruiting servicesour employees, and to find the most qualified managers and professionals to meet the specific needs of our clients.

Follow-up Service:

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

Markets

Currently, our market will focus on small and medium-sized enterprises in China whodate we have business expansion plans.

Seasonality

The nature of our products and services does not appear to be affected by seasonal variations.experienced any significant labor disputes.

 

Government Regulations

 

Currently, there are no government regulations regarding our type of services in China. The Chinese government encourages the small-medium sized traditional industry companies to conduct business model transformation and technology updates, which may help companies gain more competitive advantages in international market.

Other than the required adherence to generalapart from customary business laws and regulatory disclosure, our services do not appear to be affected by any specific additional Chineseregulations, the PRC government regulations. However, this does not precluderegulate the possibility that China willgarment manufacturing business and logistics business. The PRC government may, however, from time to time institute rules and regulations that will makeon such businesses which makes it difficult or impossible for us to operate successfully, if at all, in China, and we would have to focus our businessthe PRC. Please see the section on companies located outside China.“Risk Factors” for further details.

 

7

Intellectual Property

 

We do not have any intellectual property currently. We areThe PRC government encourages small to medium-sized companies in the process of registering high-tech industry based on our newtraditional industries, such as garment manufacturing, to modernize their business model. We expectmodels with technological updates in order to receive approval of our registrationsharpen their competitive edge in China by the end of 2017.

Research & Development

Currently, we have no expenses for Research and Development. We plan to spend 10% of our profits to develop our multi-task industrial chain service system.

Environmental Matters

Our operations are not subject to environmental laws, including any laws addressing air and water pollution and management of hazardous substances and wastes and we do not anticipate capital expenditures for environmental control facilities.

Employees

As of July 16, 2018, we have 7 full-time employees, of which 1 is in the administrative department, 2 in the consultancy service department, 2 in the research & analysis department and 2 in the technological department. We will employ qualified staff from time to time to meet our development needs.global markets.

 

Properties

 

Our principal place of business is located at Floor 13th, Building 1,Kingkey 100, Block B, Zhihui Square, NanshanA, Room 5403, Luohu District, Shenzhen City, China 518000, the PRC. We also lease two properties in the PRC from third parties which properties serve as our manufacturing factory and the telephone number is +(86) 755 8696 1405. Our president, Mr. Hong Zhida, suppliesan additional office. The following table sets forth a summary of certain information regarding our office space and telephone at no costs to us.leased properties.

 

6

Government Regulation

Property Type Address Monthly Rental (RMB)  Size (Square Meter) 
Manufacturing factory HSW, Hengli Comprehensive Development Zone, Dongguan, Guangdong, PRC  6,650   2,800 
Principal Office Kingkey 100, Room A5403, Luohu District, Shenzhen, Guangdong, China  156,000   650 
Office No. 42-46, Building 1, Block 5, District B, Jinpeng Distribution Center, No. 536, Sha Ping North Rd, Danping Committee, Nanwan St, Longgang, Shenzhen, Guangdong, PRC  44,400   720 

 

We will be required to comply with all regulations, rulesalso have over 100 logistics points and directives of governmental authoritiesthey are located in seven provinces and agencies applicable to our businesstwo municipalities in any jurisdiction which we would conduct activities. We do not believe that regulation will have a material impact on the way we conduct our business.PRC.

 

Item 1A. Risk Factors

 

NotYou should carefully consider the risks described below and elsewhere in this prospectus, which could materially and adversely affect our business, results of operations or financial condition. Our business faces significant risks and the risks described below may not be the only risks we face. Additional risks not presently known to us or that we currently believe are immaterial may materially affect our business, results of operations, or financial condition. If any of these risks occur, the trading price of our common stock could decline, and you may lose all or part of your investment. You should consider our business and prospects in light of the challenges we face, including the ones discussed in this section. In the event that any of the events described in the risk factors below occur, it could have a material adverse effect on our operations and cash flow and cause the value of our securities to decline in value or become worthless.

Risks Associated with Our Company

Our success depends on our customer’s ability to market and sell their products manufactured by us.

All of our customers in our garment manufacturing business are garment wholesalers and retailers. Consequently, our business and results of operations are directly affected by the demand of their end customers for their products supplied by us. Drastic changes in consumer preferences are beyond our control and will affect the demand for certain products supplied by us. We may not be able to anticipate and respond to such changes in consumer preferences in a timely manner. If the sales of our customers’ products decrease or do not grow as we expect, our customers may decrease the volume or purchase price of their orders, which could materially and adversely affect our business, financial condition and results of operations.

Our future expansion plans are subject to uncertainties and risks.

We have set out our future business plans in the “Business Strategies” section in this report. The implementation of such future plans requires us to effectively manage our sales, procurement, new logistics points and other aspects of our operations. If we fail to effectively and efficiently implement our future plans, we may not be successful in achieving desirable and profitable results. Even if we effectively and efficiently implement our future plans, there may be other unexpected events or factors that prevent us from achieving the desirable and profitable results from the implementation of our future plans, such as changes in our ability to comply with local rules and regulations or any delays or difficulties in obtaining the necessary licenses and approvals from local governments. Our business, financial condition, results of operations and growth prospects may be materially and adversely affected if our future expansion plans fail to achieve positive results.

8

If we are unable to create brand influence, we may face difficulties in attracting new business partners and clients.

Our brand is still being nurtured. It is of critical importance that we create and develop brand awareness in our industry in order to attract new clients and business partners. Our major competitors have built well-known brands and continue to increase their influence. Our failure to create and develop brand awareness for any reason may result in a material adverse effect on our business, operational results, and financial position.

Our ability to adequately protect our trade names, trademarks and patents could have an impact on our brand images and ability to penetrate new markets.

We believe that our trade names, trademarks and patents are important assets and an essential element of our strategy. We have applied the registration of these trade names, trademarks and patents in China and Hong Kong, and these registrations are currently pending approval from the corresponding departments. There can be no assurance that we will obtain such registrations or that the registrations we obtain will prevent the imitation of our products or infringement of our intellectual property rights by others. In particular, the laws of certain foreign countries may not protect proprietary rights to the same extent as the laws of the U.S. If any third-party copies our products or our stores in a manner that projects lesser quality or carries a negative connotation, it could have a material adverse effect on our brand image and reputation as well as our results of operations, financial condition and cash flows.

We may be impacted by our ability to adequately source, distribute and sell merchandise and other materials in China.

We face a variety of other risks generally associated with doing business in China. For example:

political instability, significant health hazards, environmental hazards or natural disasters which could negatively affect international economies, financial markets and business activity;
imposition of new or retaliatory trade duties, sanctions or taxes and other charges on imports or exports;
evolving, new or complex legal and regulatory matters;
volatility in currency exchange rates;
local business practice and political issues (including issues relating to compliance with domestic or international labor standards) which may result in adverse publicity or threatened or actual adverse consumer actions, including boycotts;
potential delays or disruptions in shipping and transportation and related pricing impacts;
disruption due to labor disputes; and
changing expectations regarding product safety due to new legislation or other factors.

We also rely upon third-party transportation providers for certain of our product shipments, including shipments to and from our distribution centers, to our customers. Our utilization of these delivery services for shipments is subject to risks, including increases in labor costs and fuel prices, which would increase our shipping costs, and associate strikes and inclement weather, which may impact our transportation providers’ ability to provide delivery services that adequately meet our shipping needs.

Future price increases in raw materials or changes in the supply of raw materials may materially and adversely affect our business, financial condition and results of operations.

The purchase of raw materials accounted for a substantial amount of our total purchases. The price of finished fabric and yarns can be volatile and affected by factors such as weather, industry demand and supply. We cannot assure you that we can fully pass on the increased cost in raw materials to our customers. Future price increases in raw materials or changes in the supply of raw materials may materially and adversely affect our business, financial condition and results of operations.

9

Any labor shortages, increased labor costs or other factors affecting labor supply for our production materials may materially and adversely affect our business operations.

We rely on skilled workers to a significant extent as our production process in our garment manufacturing business is labor intensive in nature. Our business performance relies on the steady supply of relatively low cost labor in the PRC. There is no guarantee that our supply of labor will not be disrupted or that our labor costs will not increase. If we fail to retain our existing labor resources and/or recruit sufficient labor in a timely manner, we may not be able to accommodate sudden increases in demand for our products.

Labor costs are affected by the demand for and supply of labor and economic factors, such as the inflation rate and costs of living. Labor costs may further increase in the future due to a shortage of skilled labor and growing industry demands. The failure to identify and recruit replacement staff immediately following the unexpected loss of skilled workers could reduce our competitiveness. In addition, we expect continued increases in labor costs in the PRC. In these circumstances, our business, financial condition, results of operations and prospects could be materially and adversely affected.

We may be impacted by our ability to attract, develop and retain qualified associates and manage labor-related costs.

We believe our competitive advantage is providing a positive, engaging and satisfying experience for each customer, which requires us to have highly trained and engaged associates. Our success depends in part upon our ability to attract, develop and retain a sufficient number of qualified associates, including skill intensive labor. The turnover rate in the textile industry is generally high, and qualified individuals of the requisite caliber and number needed to fill these positions may be in short supply in our operations. Competition for such qualified individuals or changes in labor laws could require us to incur higher labor costs. Our inability to recruit a sufficient number of qualified individuals in the future may delay planned delivery of finished products or affect the speed with which we expand. Delayed deliveries, significant increases in associate turnover rates or significant increases in labor-related costs could have a material adverse effect on our results of operations, financial condition and cash flows.

We may be impacted by our vendors’ ability to manufacture and deliver raw materials in a timely manner, meet quality standards and comply with applicable laws and regulations.

We purchase raw materials from third-party vendors. Factors outside our control, such as production or shipping delays or quality problems, could disrupt merchandise deliveries and result in lost sales, cancellation charges or excessive markdowns.

In addition, quality problems could result in a product liability judgment or a widespread product recall that may negatively impact our sales and profitability for a period of time depending on product availability, competition reaction and consumer attitudes. Even if the product liability claim is unsuccessful or is not fully pursued, the negative publicity surrounding any assertions could adversely impact our reputation with existing and potential customers and our brand image.

Our business could also suffer if our third-party vendors fail to comply with applicable laws and regulations. While our internal and vendor’s operating guidelines promote ethical business practices and our associates visit and monitor the operations of our third-party vendors, we do not control these vendors or their practices. The violation of labor, environmental or other laws by third-party vendors used by us, or the divergence of a third-party vendor’s or partner’s labor or environmental practices from those generally accepted as ethical or appropriate, could interrupt or otherwise disrupt the shipment of finished products to us or damage our reputation.

Large and similar sized competitors could steal our market share by offering lower prices.

We endeavor to provide the highest possible quality service to our clients at the best possible price, however, large and similar sized competitors might steal some of our market share by offering lower prices, causing us to lose some of our clients. If this happens, we might not be able to generate adequate revenues and may soon find ourselves lacking the capital that is required to continue operations.

10

If we are unable to attract additional customers and clients to purchase our services (and future products we may develop or sell), it will have a negative effect on our ability to generate the revenue.

We currently have a limited number of clients and customers. We have identified additional potential clients, but we cannot guarantee that we will be able to secure them as clients. Even if we obtain additional clients and customers, there is no guarantee that we will be able develop products and/or services that our clients and customers will want to purchase. If we are unable to attract enough customers and clients to purchase services (and any products we may develop or sell) it will have a negative effect on our ability to generate the revenue that is necessary to operate or expand our business. The lack of sufficient revenue will have a negative effect on the ability of our company to continue operations and could force us to cease operations.

We may be adversely affected by the performance of third-party contractors.

We engaged third-party contractors to carry out logistics services. We endeavor to engage third-party companies with a strong reputation and track record, high performance reliability and adequate financial resources. However, any such third-party contractor may still fail to provide satisfactory logistics services at the level of quality or within the timeframe required by us or our customers. While we generally require our logistics contractors to fully reimburse us for any losses arising from delay in delivery or non-delivery, our results of operation and financial condition may be adversely affected if any of the losses are not borne by them. If the performance of any third-party contractor is not satisfactory, we may need to replace such contractor or take other remedial actions, which could adversely affect the cost structure and delivery schedule of our products and thus have a negative impact on our reputation, financial position and business operations. In addition, as we are expanding our business into other geographical locations in the PRC, there may be a shortage of third-party contractors that meet our quality standards and other selection criteria in such locations and, as a result, we may not be able to engage a sufficient number of high-quality third-party contractors in a timely manner, which may adversely affect our delivery schedules and delivery costs and hence our business, results of operations and financial conditions.

Our insurance may not be sufficient.

We carry insurance that we consider adequate in regard to the nature of the covered risks and the costs of coverage. We are not fully insured against all possible risks, nor are all such risks insurable.

Our business depends on the continued contributions made by Mr. Hong Zhida, as our key executive officer, the loss of who may result in a severe impediment to our business.

Our success is dependent upon the continued contributions made by our CEO and President, Mr. Hong Zhida. We rely on his expertise in business operations when we are developing new products and services. The Company has no “Key Man” insurance to cover the resulting losses in the event that any of our officer or directors should die or resign.

If Mr. Hong Zhida cannot serve the Company or is no longer willing to do so, the Company may not be able to find alternatives in a timely manner or at all. This would likely result in a severe damage to our business operations and would have an adverse material impact on our financial position and operational results. To continue as a viable operation, the Company may have to recruit and train replacement personnel at a higher cost.

Additionally, if Mr. Hong Zhida joins our competitors or develops similar businesses that are in competition with our Company, our business may also be negatively impacted.

Our future success depends on our ability to attract and retain qualified long-term staff to fill management, technology, sales, marketing, and customer services positions. We have a great need for qualified talent, but we may not be successful in attracting, hiring, developing, and retaining the talent required for our success.

11

We may be adversely impacted by certain compliance or legal matters.

We, along with third parties we do business with, are subject to complex compliance and litigation risks. Actions filed against us from time to time include commercial, tort, intellectual property, customer, employment, wage and hour, data privacy, securities, anti-corruption and other claims, including purported class action lawsuits. The cost of defending against these types of claims against us or the ultimate resolution of such claims, whether by settlement or adverse court decision, may harm our business. Further, potential claimants may be encouraged to bring lawsuits based on a settlement from us or adverse court decisions against us. We cannot currently assess the likely outcome of such suits, but if the outcome were negative, it could have a material adverse effect on our reputation, results of operations, financial condition and cash flows.

In addition, we may be impacted by litigation trends, including class action lawsuits involving consumers and shareholders, that could have a material adverse effect on our reputation, the market price of our common stock, results of operations, financial condition and cash flows.

We are exposed to liabilities relating to environmental protection and safety laws and regulations.

Our operations are subject to comprehensive and frequently changing laws and regulations relating to environmental protection and health and safety. The discharge of waste and pollutants from our manufacturing operations into the environment may give rise to liabilities that may require us to incur costs to remedy such discharge. If we violate such laws or regulations, we may be required to implement corrective actions and could be subject to civil or criminal fines or penalties or other sanctions.

However, we cannot assure you that any environmental laws adopted in the future will not materially increase our operating costs and other expenses. We cannot assure you that we will not have to make significant capital or operating expenditures in the future in order to comply with existing or new laws and regulations or that we will comply with applicable environmental laws at all times. Such violations or liability could have a material adverse effect on our business, financial condition and results of operations.

If our employees do not maintain a strong work ethic and comply with our code of ethics, including our confidentiality requirements, their actions may negatively influence our business and reputation.

Employees with good professional ethics are important for any company’s development. An employee might, either intentionally or unintentionally, disclose confidential information about our Company or our clients and particularly unscrupulous employees might endeavor to sell material information to industry competitors. Furthermore, our employees will develop relationships with our business partners and clients, and may acquire information that could be used to harm their business interests. If this should happen, our partners and clients might lose faith in our company. While we can never eliminate these ethical risks entirely, we will attempt to reduce the likelihood of breaches of trust and mitigate their impacts of it by hiring highly professional employees and establishing strong internal information management systems.

We also plan to establish a series of policies to reduce the likelihood of such events.

However, in the event that any employee discloses confidential information about our Company or our clients or sells material information to industry competitors, it could have a material adverse effect on our reputation, operations and cash flow.

We face risks associated with future Chinese regulations.

Currently there are no government regulations in China regarding our type of services. The Chinese government encourages small-medium sized traditional industry companies to conduct business model transformation and technology updates, which may help companies gain more competitive advantages in international markets.

Other than the required adherence to general business laws and regulatory disclosures, our services are not affected by any specific additional Chinese government regulations. However, this does not preclude the possibility that China may institute regulations that will make it difficult or impossible for us to operate successfully, if at all, in the future. If that occurs, we may have to focus our business on companies located outside China. This could cause our results of operations to be materially adversely effected, reduce our revenues and cause the value of our securities to decline in value.

12

We may require additional financing in the future and our operations could be curtailed if we are unable to obtain required additional financing when needed.

We may need to obtain additional debt or equity financing to fund future capital expenditures. While we do not anticipate seeking additional financing in the immediate future, any additional equity may result in dilution to the holders of our outstanding shares of capital stock. Additional debt financing may include conditions that would restrict our freedom to operate our business, such as conditions that:

limit our ability to pay dividends or require us to seek consent for the payment of dividends;
increase our vulnerability to general adverse economic and industry conditions;
require us to dedicate a portion of our cash flow from operations to payments on our debt, thereby reducing the availability of our cash flow to fund capital expenditures, working capital and other general corporate purposes; and
limit our flexibility in planning for, or reacting to, changes in our business and our industry.

We cannot guarantee that we will be able to obtain any additional financing on terms that are acceptable to us, or at all.

Natural disasters and other events beyond our control could materially adversely affect us.

Natural disasters or other catastrophic events may cause damage or disruption to our operations, international commerce and the global economy, and thus could have a strong negative effect on us. Our business operations are subject to interruption by natural disasters, fire, power shortages, pandemics and other events beyond our control. This may result in delivery delays, malfunctioning of facilities or shutdown of logistic points. Such events could make it difficult or impossible for us to deliver our products and services to our customers and could decrease demand for our services. In the past, there was no significant disruption of operation at our production facilities and logistic points. However, we could not assure you that the production facilities and logistic points will always operate normally in the future.

We are an “emerging growth company” and we cannot be certain if the reduced disclosure requirements applicable to smalleremerging growth companies will make our common stock less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

General Risks Associated with Business Operations in China

You may have difficulty enforcing judgments against us.

We are a Nevada corporation and most of our assets are and will be located outside of the United States. Almost all of our operations will be conducted in China. In addition, our officers and directors are nationals and residents of a country other than the United States. All of their assets are located outside the United States. As a result, it may be difficult for you to effect service of process within the United States upon them. It may also be difficult for you to enforce in U.S. courts judgments on the civil liability provisions of the U.S. federal securities laws against us and our officer and director, since he is not a resident in the United States. In addition, there is uncertainty as to whether the courts of China would recognize or enforce judgments of U.S. courts.

13

Foreign exchange fluctuations may affect our business.

We accept the payment for services in Chinese Yuan (CNY), Hong Kong Dollars (HKD), and U.S. Dollars (USD). Therefore, foreign exchange fluctuations may influence our business in unpredictable ways.

The value of the Renminbi against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in political and economic conditions and the foreign exchange policy adopted by the PRC government. For instance, in August 2015, the People’s Bank of China, or PBOC, changed the way it calculates the mid-point price of Renminbi against the U.S. dollar, requiring the market-makers who submit for reference rates to consider the previous day’s closing spot rate, foreign-exchange demand and supply as well as changes in major currency rates. In 2016 and 2017, the value of the Renminbi depreciated approximately 7.2% and appreciated 6.3% against the U.S. dollar, respectively. From the end of 2017 through the end of June 2018, the value of the Renminbi depreciated by approximately 1.7% against the U.S. dollar. It is difficult to predict how market forces or PRC or U.S. government policy, including any interest rate increases by the Federal Reserve, may impact the exchange rate between the Renminbi and the U.S. dollar in the future. There remains significant international pressure on the PRC government to adopt a more flexible currency policy, including from the U.S. government, which has threatened to label China as a “currency manipulator,” which could result in greater fluctuation of the Renminbi against the U.S. dollar.

A substantial percentage of our revenues and costs are denominated in Renminbi, and a significant portion of our assets are also denominated in Renminbi. We are a holding company and we rely on dividends, loans and other distributions on equity paid by our operating subsidiaries in China. Any significant fluctuations in the value of the Renminbi may materially and adversely affect our liquidity and cash flows. Appreciation of the U.S. dollar against the Renminbi would have a negative effect on the U.S. dollar amount we would receive. Conversely, to the extent that we need to convert U.S. dollars into Renminbi for our operations, appreciation of the Renminbi against the U.S. dollar would have an adverse effect on the Renminbi amount we would receive.

Inflation could pose a risk to our business.

Inflation is an important factor that must be considered as we move forward. A change in the rate of inflation could influence the profits that we generate from our business. When the rate of inflation rises, the operational costs of running our company would increase, such as labor costs, raw materials and public utilities, affecting our ability to provide our services at competitive prices. An increase in the rate of inflation would force our clients to search for other service providers, causing us to lose business and revenue.

We face the risk that changes in the policies of the PRC government could have a significant impact upon the business we may be able to conduct in the PRC and the profitability of such business.

The PRC’s economy is in a transition from a planned economy to a market oriented economy subject to five-year and annual plans adopted by the central government that set national economic development goals. Policies of the PRC government can have significant effects on the economic conditions of the PRC. The PRC government has confirmed that economic development will follow the model of a market economy. Under this direction, we believe that the PRC will continue to strengthen its economic and trading relationships with foreign countries and business development in the PRC will follow market forces. While we believe that this trend will continue, we cannot assure you that this will be the case. A change in policies by the PRC government could adversely affect our interests by, among other factors: changes in laws, regulations or the interpretation thereof, confiscatory taxation, restrictions on currency conversion, imports or sources of supplies, or the expropriation or nationalization of private enterprises. Although the PRC government has been pursuing economic reform policies for more than two decades, we cannot assure you that the government will continue to pursue such policies or that such policies may not be significantly altered, especially in the event of a change in leadership, social or political disruption, or other circumstances affecting the PRC’s political, economic and social environment.

14

There are uncertainties regarding the interpretation and enforcement of PRC laws, rules and regulations.

Most of our operations are conducted in the PRC, and are governed by PRC laws, rules and regulations. Our PRC subsidiaries are subject to laws, rules and regulations applicable to foreign investment in China. The PRC legal system is a civil law system based on written statutes. Unlike the common law system, prior court decisions may be cited for reference but have limited precedential value.

In 1979, the PRC government began to promulgate a comprehensive system of laws, rules and regulations governing economic matters in general. The overall effect of legislation over the past four decades has significantly enhanced the protections afforded to various forms of foreign investment in China. However, China has not developed a fully integrated legal system, and recently enacted laws, rules and regulations may not sufficiently cover all aspects of economic activities in China or may be subject to significant degree of interpretation by PRC regulatory agencies and courts. In particular, because these laws, rules and regulations are relatively new, and because of the limited number of published decisions and the non-precedential nature of these decisions, and because the laws, rules and regulations often give the relevant regulator significant discretion in how to enforce them, the interpretation and enforcement of these laws, rules and regulations involve uncertainties and can be inconsistent and unpredictable. Therefore, it is possible that our existing operations may be found not to be in full compliance with relevant laws and regulations in the future. In addition, the PRC legal system is based in part on government policies and internal rules, some of which are not published on a timely basis or at all, and which may have a retroactive effect. As a result, we may not be aware of our violation of these policies and rules until after the occurrence of the violation.

Any administrative and court proceedings in China may be protracted, resulting in substantial costs and diversion of resources and management attention. Since PRC administrative and court authorities have significant discretion in interpreting and implementing statutory and contractual terms, it may be more difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection we enjoy than in more developed legal systems. These uncertainties may impede our ability to enforce the contracts we have entered into and could materially and adversely affect our business, financial condition and results of operations.

PRC regulations regarding acquisitions impose significant regulatory approval and review requirements, which could make it more difficult for us to pursue growth through acquisitions.

Under the PRC Anti-Monopoly Law, companies undertaking acquisitions relating to businesses in China must notify the anti-monopoly enforcement agency, in advance of any transaction where the parties’ revenues in the China market exceed certain thresholds and the buyer would obtain control of, or decisive influence over, the other party. In addition, on August 8, 2006, six PRC regulatory agencies, including the MOFCOM, the State-Owned Assets Supervision and Administration Commission, the State Administration of Taxation, the SAIC, the China Securities Regulatory Commission, or the CSRC, and the State Administration of Foreign Exchange, or SAFE, jointly adopted the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the M&A Rules, which came into effect on September 8, 2006 and was amended on June 22, 2009. Under the M&A Rules, the approval of MOFCOM must be obtained in circumstances where overseas companies established or controlled by PRC enterprises or residents acquire domestic companies affiliated with such PRC enterprises or residents. Applicable PRC laws, rules and regulations also require certain merger and acquisition transactions to be subject to security review.

PRC regulations relating to investments in offshore companies by PRC residents may subject our PRC-resident beneficial owners or our PRC subsidiaries to liability or penalties, limit our ability to inject capital into our PRC subsidiaries or limit our PRC subsidiaries’ ability to increase their registered capital or distribute profits.

SAFE promulgated the Circular on Relevant Issues Concerning Foreign Exchange Control on Domestic Residents’ Offshore Investment and Financing and Roundtrip Investment through Special Purpose Vehicles, or SAFE Circular 37, on July 4, 2014, which replaced the former circular commonly known as “SAFE Circular 75” promulgated by SAFE on October 21, 2005. SAFE Circular 37 requires PRC residents to register with local branches of SAFE in connection with their direct establishment or indirect control of an offshore entity, for the purpose of overseas investment and financing, with such PRC residents’ legally owned assets or equity interests in domestic enterprises or offshore assets or interests, referred to in SAFE Circular 37 as a “special purpose vehicle.” SAFE Circular 37 further requires amendment to the registration in the event of any significant changes with respect to the special purpose vehicle, such as increase or decrease of capital contributed by PRC individuals, share transfer or exchange, merger, division or other material event. In the event that a PRC shareholder holding interests in a special purpose vehicle fails to fulfill the required SAFE registration, the PRC subsidiaries of that special purpose vehicle may be prohibited from making profit distributions to the offshore parent and from carrying out subsequent cross-border foreign exchange activities, and the special purpose vehicle may be restricted in its ability to contribute additional capital into its PRC subsidiary. Moreover, failure to comply with the various SAFE registration requirements described above could result in liability under PRC law for evasion of foreign exchange controls.

15

We have notified substantial beneficial owners of shares of common stock who we know are PRC residents of their filing obligation, and pursuant to SAFE Circular 37, we have periodically filed and updated the above-mentioned foreign exchange registration on behalf of certain employee shareholders who we know are PRC residents. However, we may not be aware of the identities of all of our beneficial owners who are PRC residents. We do not have control over our beneficial owners and cannot assure you that all of our PRC-resident beneficial owners will comply with SAFE Circular 37 and subsequent implementation rules. The failure of our beneficial owners who are PRC residents to register or amend their SAFE registrations in a timely manner pursuant to SAFE Circular 37 and subsequent implementation rules, or the failure of future beneficial owners of our company who are PRC residents to comply with the registration procedures set forth in SAFE Circular 37 and subsequent implementation rules, may subject the beneficial owners or our PRC subsidiaries to fines and legal sanctions. On February 13, 2015, SAFE promulgated a Notice on Further Simplifying and Improving Foreign Exchange Administration Policy on Direct Investment, or SAFE Notice 13, which became effective on June 1, 2015. Pursuant to SAFE Notice 13, entities and individuals are required to apply for foreign exchange registration of foreign direct investment and overseas direct investment, including those required under the SAFE Circular 37, with designated domestic banks, instead of SAFE. The designated domestic banks will directly review the applications and conduct the registration.

Furthermore, since it is unclear how those new SAFE regulations, and any future regulation concerning offshore or cross-border transactions, will be interpreted, amended and implemented by the relevant PRC government authorities, we cannot predict how these regulations will affect our business operations or future strategy. Failure to register or comply with relevant requirements may also limit our ability to contribute additional capital to our PRC subsidiaries and limit our PRC subsidiaries’ ability to distribute dividends to our company. These risks may have a material adverse effect on our business, financial condition and results of operations.

We may be treated as a resident enterprise for PRC tax purposes under the PRC Enterprise Income Tax Law, and we may therefore be subject to PRC income tax on our global income.

Under the PRC Enterprise Income Tax Law and its implementing rules, both of which came into effect on January 1, 2008, enterprises established under the laws of jurisdictions outside of China with “de facto management bodies” located in China may be considered PRC tax resident enterprises for tax purposes and may be subject to the PRC enterprise income tax at the rate of 25% on their global income. “De facto management body” refers to a managing body that exercises substantive and overall management and control over the production and business, personnel, accounting books and assets of an enterprise. The State Administration of Taxation issued the Notice Regarding the Determination of Chinese-Controlled Offshore-Incorporated Enterprises as PRC Tax Resident Enterprises on the basis of de facto management bodies, or Circular 82, on April 22, 2009. Circular 82 provides certain specific criteria for determining whether the “de facto management body” of a Chinese-controlled offshore-incorporated enterprise is located in China. Although Circular 82 only applies to offshore enterprises controlled by PRC enterprises, not those controlled by foreign enterprises or individuals, the determining criteria set forth in Circular 82 may reflect the State Administration of Taxation’s general position on how the “de facto management body” test should be applied in determining the tax resident status of offshore enterprises, regardless of whether they are controlled by PRC enterprises. If we were to be considered a PRC resident enterprise, we would be subject to PRC enterprise income tax at the rate of 25% on our global income. In such case, our profitability and cash flow may be materially reduced as a result of our global income being taxed under the Enterprise Income Tax Law. We believe that none of our entities outside of China is a PRC resident enterprise for PRC tax purposes. However, the tax resident status of an enterprise is subject to determination by the PRC tax authorities and uncertainties remain with respect to the interpretation of the term “de facto management body.”

16

Restrictions on currency exchange may limit our ability to utilize our PRC revenue effectively.

Substantially all of our revenue is denominated in Renminbi. The Renminbi is currently convertible under the “current account,” which includes dividends, trade and service-related foreign exchange transactions, but requires approval from or registration with appropriate government authorities or designated banks under the “capital account,” which includes foreign direct investment and loans, including loans we may secure from our onshore subsidiaries or variable interest entities. Currently, our PRC subsidiaries, which are wholly-foreign owned enterprises, may purchase foreign currency for settlement of “current account transactions,” including payment of dividends to us, without the approval of SAFE by complying with certain procedural requirements. However, the relevant PRC governmental authorities may limit or eliminate our ability to purchase foreign currencies in the future for current account transactions.

Since 2016, PRC governmental authorities have imposed more stringent restrictions on outbound capital flows, including heightened scrutiny over “irrational” overseas investments for certain industries, as well as over four kinds of “abnormal” offshore investments, which are:

● investments through enterprises established for only a few months without substantive operation;

● investments with amounts far exceeding the registered capital of onshore parent and not supported by its business performance shown on financial statements;

● investments in targets which are unrelated to onshore parent’s main business; and

● investments with abnormal sources of Renminbi funding suspected to be involved in illegal transfer of assets or illegal operation of underground banking.

On January 26, 2017, SAFE promulgated the Circular on Further Improving Reform of Foreign Exchange Administration and Optimizing Genuineness and Compliance Verification, which tightened the authenticity and compliance verification of cross-border transactions and cross-border capital flow, including requiring banks to verify board resolutions, tax filing forms and audited financial statements before wiring foreign invested enterprises’ foreign exchange dividend distribution of over US$50,000. In addition, the Outbound Investment Sensitive Industry Catalogue (2018) lists certain sensitive industries that are subject to NDRC pre-approval requirements prior to remitting investment funds offshore, which subjects us to increased approval requirements and restrictions with respect to our overseas investment activity. Since a significant amount of our PRC revenue is denominated in Renminbi, any existing and future restrictions on currency exchange may limit our ability to utilize revenue generated in Renminbi to fund our business activities outside of the PRC, make investments, service any debt we may incur outside of China or pay dividends in foreign currencies to our shareholders.

The disclosures in our reports and other filings with the SEC and our other public pronouncements are not subject to the scrutiny of any regulatory bodies in the PRC.

We are regulated by the SEC and our reports and other filings with the SEC are subject to SEC review in accordance with the rules and regulations promulgated by the SEC under the Securities Act and the Exchange Act. Our SEC reports and other disclosure and public pronouncements are not subject to the review or scrutiny of any PRC regulatory authority. For example, the disclosure in our SEC reports and other filings are not subject to the review by China Securities Regulatory Commission, a PRC regulator that is responsible for oversight of the capital markets in China. Accordingly, you should review our SEC reports, filings and our other public pronouncements with the understanding that no local regulator has done any review of us, our SEC reports, other filings or any of our other public pronouncements.

17

Introduction of new laws or changes to existing laws by the PRC government may adversely affect our business.

The PRC legal system is a codified legal system made up of written laws, regulations, circulars, administrative directives and internal guidelines. Unlike common law jurisdictions like the U.S., decided cases (which may be taken as reference) do not form part of the legal structure of the PRC and thus have no binding effect on subsequent cases with similar issues and fact patterns. Furthermore, in line with its transformation from a centrally-planned economy to a more free market-oriented economy, the PRC government is still in the process of developing a comprehensive set of laws and regulations. As the legal system in the PRC is still evolving, laws and regulations or the interpretation of the same may be subject to further changes. For example, the PRC government may impose restrictions on the amount of service fees that may be payable by municipal governments to wastewater and sludge treatment service providers. Also, the PRC central and municipal governments may impose more stringent environmental regulations which would affect our ability to comply with, or our costs to comply with, such regulations. Such changes, if implemented, may adversely affect our business operations and may reduce our profitability.

Risks Related to our Common Stock

The market price of our shares is likely to be highly volatile and subject to wide fluctuations in response to factors such as:

variations in our actual and perceived operating results;
news regarding gains or losses of customers or partners by us or our competitors;
news regarding gains or losses of key personnel by us or our competitors;
announcements of competitive developments, acquisitions or strategic alliances in our industry by us or our competitors;
changes in earnings estimates or buy/sell recommendations by financial analysts;
potential litigation;
the imposition of fines or penalties related to our activities in the PRC and failure to comply with applicable rules and regulations;
general market conditions or other developments affecting us or our industry; and
the operating and stock price performance of other companies, other industries and other events or factors beyond our control.

In addition, the securities markets have from time to time experienced significant price and volume fluctuations that are not related to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of the shares.

We may never be able to pay dividends and are unlikely to do so.

To date, we have not paid, nor do we intend to pay in the foreseeable future, dividends on our common stock, even if we become profitable. Earnings, if any, are expected to be used to advance our activities and for working capital and general corporate purposes, rather than to make distributions to stockholders. Since we are not in a financial position to pay dividends on our common stock and future dividends are not presently being contemplated, investors are advised that return on investment in our common stock is restricted to an appreciation in the share price. The potential or likelihood of an increase in share price is uncertain.

In addition, under Nevada law, we may only pay dividends subject to our ability to service our debts as they become due and provided that our assets will exceed our liabilities after the dividend. Our ability to pay dividends will therefore depend on our ability to generate sufficient profits. Further, because of the various rules applicable to our operations in China and the regulations on foreign investments as well as the applicable tax law, we may be subject to further limitations on our ability to declare and pay dividends to our shareholders.

18

Shareholders may be diluted significantly through our efforts to obtain financing and satisfy obligations through the issuance of securities.

Wherever possible, our board of directors will attempt to use non-cash consideration to satisfy obligations. In many instances, we believe that the non-cash consideration will consist of shares of our common stock, warrants to purchase shares of our common stock or other securities. Our board of directors has authority, without action or vote of the shareholders, to issue all or part of the authorized but unissued shares of common stock or warrants to purchase such shares of common stock. In addition, we may attempt to raise capital by selling shares of our common stock, possibly at a discount to market in the future. These actions will result in dilution of the ownership interests of existing shareholders and may further dilute common stock book value, and that dilution may be material. Such issuances may also serve to enhance existing management’s ability to maintain control of us, because the shares may be issued to parties or entities committed to supporting existing management.

Our shares may trade under $5.00 per share and thus will be a penny stock. Trading in penny stocks has many restrictions and these restrictions could severely affect the price and liquidity of our shares.

In the event that our stock trades below $5.00 per share, our stock would be known as a “penny stock”, which is subject to various regulations involving disclosures to be given to you prior to the purchase of any penny stock. The SEC has adopted regulations which generally define a “penny stock” to be any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. Depending on market fluctuations, our common stock could be considered to be a “penny stock”. A penny stock is subject to rules that impose additional sales practice requirements on broker/dealers who sell these securities to persons other than established Members and accredited investors. For transactions covered by these rules, the broker/dealer must make a special suitability determination for the purchase of these securities. In addition, he must receive the purchaser’s written consent to the transaction prior to the purchase. He must also provide certain written disclosures to the purchaser. Consequently, the “penny stock” rules may restrict the ability of broker/dealers to sell our securities, and may negatively affect the ability of holders of shares of our common stock to resell them. These disclosures require you to acknowledge that you understand the risks associated with buying penny stocks and that you can absorb the loss of your entire investment. Penny stocks are low priced securities that do not have a very high trading volume. Consequently, the price of the stock is often volatile and you may not be able to buy or sell the stock when you want to.

 

Item 1B. Unresolved Staff Comments

 

Not applicable to smaller reporting companies.

 

Item 2. Description of PropertyProperties

 

Our principal place of business is located at Floor 13th, Building 1,Kingkey 100, Block B, Zhihui Square, NanshanA, Room 5403, Luohu District, Shenzhen City, China 518000 and the telephone number is +(86) 755 8696 1405.8233 0336. Our president, Mr. Hong Zhida, supplies our office space and telephone at no costs to us.

 

Item 3. Legal Proceedings

 

We know of noFrom time to time, we may become involved in legal proceedings or be subject to which weclaims arising in the ordinary course of our business. We are not presently a party or to which any legal proceedings that in the opinion of our property is the subject which are pending, threatenedmanagement, if determined adversely to us, would individually or contemplatedtaken together have a material adverse effect on our business, operating results, financial condition, or any unsatisfied judgments against us.cash flows.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

19

PART II

 

Item 5. Market for Registrant’s Common Equity, and Related Stockholder Matters and Issuer Purchasers of Equity Securities

 

Market Information

 

There is a limited public market for our common shares. Our common shares arestock is currently quoted on the OTC Bulletin BoardOTCQB under the trading symbol ATXG. “ATXG.”

Trading in stocks quoted on the OTC Bulletin BoardOTCQB is often thin and is sometimes characterized by wide fluctuations in trading prices due to many factors that may be unrelatedhave little to do with a company’s operations or business prospects. We cannot assure you that there will be a market in the future for our common stock.

OTC Bulletin Board securities are not listed or traded onstock in the floor of an organized national or regional stock exchange. Instead, OTC Bulletin Board securities transactions are conducted through a telephone and computer network connecting dealers in stocks. OTC Bulletin Board issuers are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.future.

 

We received our trading symbol on September 12, 2016 and were first quoted on September 12, 2016 but no shares were traded until December 12, 20162016.

 

The following table sets forth the quarterlyhigh and low trading prices of one share of our common stock for each fiscal quarter over the past two fiscal years, and April 1, 2018 to the date of this prospectus. The quotations provided are for the over the counter market, which reflect interdealer prices without retail mark-up, mark-down or commissions, and may not represent actual transactions. Our common stock trades on a limited, sporadic and volatile basis. These high and low bid prices for theper share of common stock from September 30, 2016have been adjusted to March 31, 2018.give effect to the 1-for-20 reverse stock split of our common stock effected on February 27, 2019.

 

Fiscal Year 2019 High Bid  Low Bid 
First Quarter $78.00  $46.00 
Second Quarter $82.00  $75.00 
Third Quarter $  $ 
Fourth Quarter $  $ 

Quarter Ended High Bid  Low Bid 
September 30, 2016 $100.00  $0.01 
December 31, 2016 $2.00  $1.05 
March 31, 2017 $2.05  $1.30 
June 30, 2017 $2.05  $1.30 
September 31, 2017 $2.50  $1.60 
December 31, 2017 $2.04  $1.67 
March 31, 2018 $2.90  $2.00 
Fiscal Year 2018 High Bid  Low Bid 
First Quarter $41.00  $26.00 
Second Quarter $49.00  $32.00 
Third Quarter $46.00  $33.40 
Fourth Quarter $58.00  $40.00 

7
Fiscal Year 2017 High Bid  Low Bid 
First Quarter $  $ 
Second Quarter $  $ 
Third Quarter $40.20  $20.20 
Fourth Quarter $40.00  $21.00 

 

Number of Holders

 

506,920,00025,346,004 shares of common stock were issued and outstanding as of July 16, 2018.01, 2019. They were held by a total of 470547 shareholders of record. The holders of common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. Holders of the common stock have no preemptive rights and no right to convert their common stock into any other securities. There is no redemption or sinking fund provisions applicable to the common stock.

Transfer Agent

The transfer agent for the common stock is Transfer Online, Inc. The transfer agent’s address is 512 SE Salmon St., Portland, OR 97214, and its telephone number is +1 (503) 227-2950.

 

Dividends

 

No cash dividends were paid on our shares of common stock during the fiscal year ended March 31, 20182019 and March 31, 2017.2018. We have not paid any cash dividends since October 28, 2014 (inception) and do not foresee declaring any cash dividends on our common stock in the foreseeable future.

 

Securities Authorized for Issuance under Equity Compensation Plans

 

We do not have in effect any compensation plans under which our equity securities are authorized for issuance.

 

20

Recent Sales of Unregistered Securities

 

During January 2016, the Company issuedsold a total of 18,500 common shares for cash contributions of $555 at $0.03 per share.

 

During February 2016, the Company issuedsold a total of 74,000 common shares for cash contributions of $2,220 at $0.03 per share.

 

During March 2016, the Company issuedsold a total of 333,000 common shares for cash contributions of $9,862 at $0.03 per share.

 

On April 18, 2017, the Company issued a total of 500,000,000 common shares to the following:as follows:

 

Hengtian Group Co., Ltd.: (Beneficial Owner: Ma Huizhu) 215,000,000 restricted common shares.

Hengtian Group Co., Ltd.: (Beneficial Owner: Ma Huizhu) 215,000,000 restricted common shares.
Hong Zhida*: 30,000,000 restricted common shares.
Hui Lian Group Ltd.: (Beneficial Owner: Ma Huijun) 255,000,000 restricted common shares.

 

Hong Zhida*: 30,000,000 restricted common shares.

Hui Lian Group Ltd.: (Beneficial Owner: Ma Huijun) 255,000,000 restricted common shares.

The 500,000,000 common shares were issued pursuant to a Sale & Purchase Agreement (“S&P”)&P ”) for the acquisition of 100% of the shares and assets of Yingxi Industrial Chain Group Co., Ltd., a company incorporated under the laws of the Republic of Seychelles. ATXGThe Company agreed to issue five hundred million (500,000,000) shares of ATXGcommon stock to Yingxi Industrial Chain Group Co., Ltd. to acquire theits shares and assets for a cost of US$0.30 per share or a total cost of US$150,000,000.

 

*Hong Zhida is the President, Secretary, Treasurer and a Director of the Company.

 

All above securities issued were offered and issued in reliance upon theWe claim an exemption from registration pursuant to the exemption from registration provided by Section 4(a)(2) and/or Rule 506(b) of Regulation D of the Securities Act, of 1933, as amended (the “Securities Act”)and the rules and regulations promulgated thereunder in connection with the sales and issuances described above since the foregoing issuances and sales did not involve a public offering, the recipients were (a) “ accredited investors ”, and/or Regulation S promulgated thereunder.

Recent purchase(b) had access to similar documentation and information as would be required in a Registration Statement under the Securities Act. With respect to the transactions described above, no general solicitation was made either by us or by any person acting on our behalf. The transactions were privately negotiated, and did not involve any kind of unregisteredpublic solicitation. No underwriters or agents were involved in the foregoing issuances and we paid no underwriting discounts or commissions. The securities except as otherwise disclosed in this report, there has no recent purchase of unregisteredsold are subject to transfer restrictions, and the certificates evidencing the securities by us.contain an appropriate legend stating that such securities have not been registered under the Securities Act and may not be offered or sold absent registration or pursuant to an exemption therefrom.

 

Item 6. Selected Financial Data

 

Not applicable to smaller reporting companies.

 

Item 7. 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 years ended March 31, 20182019 and 20172018 should be read in conjunction with the Financial Statements and corresponding notes included in this Annual Report on Form 10-K. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations, and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under the Risk Factors and Special Note Regarding Forward-Looking Statements in this report. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” “target”, “forecast” and similar expressions to identify forward-looking statements.

8

 

Overview

 

Our Business

 

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

 

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

 

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

 

21

Business Objectives

 

Garment Manufacturing Business

 

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

 

Logistic Business

 

The business objective and future plan for our logistic service segment is to establish an efficient logistic system and to build a nationwide delivery and courier network in China. As of March 31, 2018,2019, we provide logistic service to over 2366 cities in approximately 20 provinces. seven provinces and two municipalities.We expect to open logisticdevelop an additional 20 logistics points in additional 10existing serving cities and improve the Company’s profit in the year of 2019.2020.

 

Seasonality of Business

 

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

 

Collection Policy

 

Garment manufacturing business

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

 

Logistic business

 

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

 

Economic Uncertainty

 

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

 

9

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

 

Summary of Critical Accounting Policies

 

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

 

22

Estimates and Assumptions

 

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

 

Revenue Recognition

 

We are generating our revenue from the

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

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

The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services to customers. We recognize our revenue, net of value-added taxes, upon customer acceptance, at such time title passesit transfers to the customer providedcustomer. Once a contract is determined to be within the scope of ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price that (i) thereis allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Generally, the Company’s performance obligations are no uncertainties regarding customer acceptance, (ii) persuasive evidencetransferred to customers at a point in time, typically upon delivery.

For all reporting periods, the Company has not disclosed the value of unsatisfied performance obligations for all product and service revenue contracts with an arrangement exists, (iii)original expected length of one year or less, which is an optional exemption that is permitted under the sales price is fixed and determinable, and (iv) collectability is deemed probable.adopted rules.

 

Concentrations of Credit Risk

 

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

 

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

 

We have one major debtor that accounted for approximately 56% of accounts receivable for the year ended March 31, 2018. We have spent tremendous effort on the collection with the goal of receiving full payment as soon as possible. The debtor had signed a settlement agreement to commit that the full payment amount will be settled by the end of September 2018.

Recently issued and adopted accounting pronouncements

 

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

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

In February 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220) Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. The amendments allow a reclassification from accumulated other comprehensive income to January 1, 2018retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act. This standard was effective for the Company. EarlyCompany on September 1, 2018. The adoption is permitted. The Company adopts ASU 2014-09 utilizing the modified retrospective method. The Company evaluated the impact of adopting the newthis standard and conclude there was nodid not have a material impact on the Company’s revenue recognition policy.consolidated financial position, results of operations or cash flows.

 

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

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

 

1023

 

 

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

In August 2016, the FASB issued ASU 2016-15, “StatementCompany should record both right-of-use asset and lease liability of Cash flows -—Classification of Certain Cash Receipts and Cash Payment”, effective for the fiscal years beginning after December 15, 2017, and interim periods within that fiscal year. This Update addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice. The Company evaluated the impact of adopting the new standard$0.6 million on its consolidated financial statements and conclude there was no material impact to the Company’s financial statement.

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

In February 2017, the FASB issued ASU 2017-05 “Other Income—Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20)”, effective for the annual reporting period beginning after the December 15, 2017, including the interim reporting period within that period. This update provides guidance on the recognition of gains and losses on transfers of nonfinancial assets and in substance nonfinancial assets to counterparties that are not customers. The Company evaluated the impact of adopting the new standard on its consolidated financial statements and conclude there was no material impact to the Company’s financial statement.fiscal year ended March 31, 2020.

 

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

 

Results of Operations for the years ended March 31, 20182019 and 20172018

 

The following tables summarize our results of operations for the years ended March 31, 20182019 and 2017.2018. The table and the discussion below should be read in conjunction with our condensed consolidated financial statements and the notes thereto appearing elsewhere in this report.

 

              Increase (decrease) in 
  2018  2017  2018 compared to 2017 
  (In U.S. dollars, except for percentages)       
Revenue $13,437,569   100.0% $5,335,501   100% $8,102,068   151.9%
Cost of revenues  (11,995,947)  (89.3%)  (5,079,483)  (95.2%)  6,916,464   136.2%
Gross profit  1,441,622   10.7%  256,018   4.8%  1,185,604   463.1%
Operating expenses  (1,697,576)  (12.6%)  (630,239)  (11.8%)  1,067,337   169.3%
Loss from operations  (255,954)  (1.9%)  (374,221)  (7.0%)  (118,267)  (31.6%)
Impairment loss on goodwill  (454,659)  (3.4%)  -   -   454,659   100%
Other income, net  20,558   0.2%  15,996   0.3%  (4,562)  (28.3%)
Income tax expense  (19,342)  (0.1%)  (13,577)  (0.3%)  5,765   42.5%
Net loss $(709,396)  (5.2%) $(371,802)  (7.0%) $337,594   90.8%

              Increase (decrease) in 
  2019  2018  2019 compared to 2018 
  (In U.S. dollars, except for percentages)       
Revenue $    10,026,920   100.0% $    13,437,569   100% $(3,410,649)  (25.4)%
Cost of revenues  (8,744,226)  (87.2)%  (11,995,947)  (89.3)%  3,251,721   27.1%
Gross profit  1,282,694   12.8%  1,441,622   10.7%  (158,928)  (11.0)%
Operating expenses  (1,965,821)  (19.6)%  (1,697,576)  (12.6)%  268,246   15.8%
Loss from operations  (683,127)  (6.8)%  (255,954)  (1.9)%  427,173   166.9%
Impairment loss on goodwill  -   -   (454,659)  (3.4)%  (454,659)  (100)%
Other income, net  8,776   0.1%  20,559   0.2%  (11,782)  (57.3)%
Net finance cost  (11,423)  (0.1)%  -   -   11,423   100%
Income tax expense  (8,555)  (0.1)%  (19,342)  (0.1)%  (10,787)  (55.8)%
Net loss $(694,329)  (6.9)% $(709,396)  (5.3)% $(15,067)  (2.1)%

 

Revenue

 

Revenue generated from our garment manufacturing business contributed $3,359,639 or 33.5% of our total revenue for the year ended March 31, 2019. Revenue generated from our garment manufacturing business contributed $5,069,699 or 37.7% of our total revenue for the year ended March 31, 2018.

Revenue generated from our garment manufacturinglogistic business contributed $2,750,210$6,667,283 or 51.5%66.5% of our total revenue for the year ended March 31, 2017.

2019. Revenue generated from our logistic business contributed $8,367,870 or 62.3% of our total revenue for the year ended March 31, 2018. Revenue generated from our logistic business contributed $2,585,291 or 48.5% of our total revenue for the year ended March 31, 2017.

11

 

Total revenue for the year ended March 31, 2019 and 2018 were $10,026,920 and 2017 were $13,437,569, and $5,335,501, respectively, a 151.9% increase25.4% decrease compared with the year ended March 31, 2017.2018. The increasedecrease was due to revenue generated formarket decline in both garment business and logistic business and our termination of business with certain customers with low profit margin during the year ended March 31, 2017 represents only four months results beginning December 2016 when the operating companies in the PRC were being acquiredyear. We have begun to implement control on reviewing and consolidatedmonitoring profit margin with each customer to the Company.improve profitability.

 

24

Cost of revenue

    Increase (decrease) in    Increase (decrease) in 
 2018  2017  2018 compared to 2017  2019 2018 2019 compared to 2018 
 (In U.S. dollars, except for percentages)     (In U.S. dollars, except for percentages)   
Net revenue for garment manufacturing $5,069,699   100.0% $2,750,210   100% $2,319,489   84.3% $   3,359,638 100.0% $5,069,699 100% $(1,710,061) (33.7)%
Raw materials  4,250,043   83.8%  2,502,627   91.0%         2,521,935 75.1% 4,250,043 83.8%     
Labor  359,897   7.1%  110,389   4.0%         362,139 10.8% 359,897 7.1%     
Other and Overhead  106,693   2.1%  27,911   1.0%          171,161  5.1%  106,693  2.1%     
Total cost of revenue for garment manufacturing  4,716,633   93.0%  2,640,927   96.0%  2,075,706   78.6%  3,055,235  90.9%  4,716,633  93.0% (1,661,398) (35.2)%
Gross profit for garment manufacturing  353,066   7.0%  109,283   4.0%  243,783   223.1% 304,403 9.1% 353,066 7.0% (48,663) (13.8)%
Net revenue for logistic service  8,367,870   100.0%  2,585,291   100%  5,782,579   223.7% 6,667,282 100.0% 8,367,870 100% (1,700,587) (20.3)%
Fuel and toll  6,290,430   75.2%  2,289,116   88.5%        
Fuel, toll and other cost of logistic service 2,445,439 36.7% 6,290,430 75.2%     
Subcontracting fees  988,883   11.8%  149,440   5.8%          3,243,552  48.6%  988,883  11.8%     
Total cost of revenue for logistic service  7,279,313   87.0%  2,438,556   94.3%  4,840,757   198.5%  5,688,991  85.3%  7,279,313  87.0% (1,590,321) (21.8)%
Gross Profit for logistic service  1,088,557   10.7%  146,735   5.7%  941,822   641.9% 978,291 14.7% 1,088,557 10.7% (110,266) (10.1)%
Total cost of revenue $11,995,946   89.3% $5,079,483   95.2% $6,916,463   136.2% $8,744,226  87.2% $  11,995,946  89.3% $(3,251,719) (27.1)%
Gross profit $1,441,623   10.7% $256,018   4.8% $1,185,605   463.1% $1,282,694  12.8% $1,441,623  10.7% $(158,929) (11.0)%

 

Cost of revenue for our manufacturing segment for the years ended March 31, 2019 and 2018 was $3,055,235 and 2017 was $4,716,633, and $2,640,927, respectively, which includes direct raw material cost, direct labor cost, manufacturing overheads including depreciation of production equipment and rent. Cost of revenue for our service segment for the years ended March 31, 2019 and 2018 was $7,279,313$5,688,991 and $2,438,556,$7,279,313, respectively, which includes gasoline and diesel fuel, toll charges, other cost of logistic service and subcontracting fees.

 

For our garment manufacturing business, we purchase the majority of our raw materials directly from numerous local fabric and accessories suppliers. Aggregate purchases from our five largest raw material suppliers represented approximately 45.3%39.2% and 81.1%45.3% of raw materials purchases for the years ended March 31, 20182019 and 2017,2018, respectively. Two and four suppliers provided more than 10% of our raw materials purchases for the years ended March 31, 20182019 and 2017.2018. We have not experienced difficulty in obtaining raw materials essential to our business, and we believe we maintain good relationships with our suppliers.

 

For our logistic business, we outsource some of the business to our contractors. The Company relied on a few subcontractors, in which the subcontracting fees to our largest contractor represented approximately 29.1%13.3% and 31.7%29.1% of total cost of revenues for our service segment for the years ended March 31, 2019 and 2018, and 2017, respectively. The percentage dropped as we used more subcontractors than last year. We have not experienced any disputes with our subcontractor and we believe we maintain good relationships with our contract logistic service provider.

 

Raw material costs for our manufacturing business were 83.8%75.1 % of our total manufacturing business revenue in the year ended March 31, 2018,2019, compared with 91.0%83.8% in the year ended March 31, 2017.2018. The decrease in percentages was mainly due to the purchase cost of the raw materials remained consistent, while the labor costs continued rising.

 

Labor costs for our manufacturing business were 7.1%10.8% of our total manufacturing business revenue in the year ended March 31, 2018,2019, compared with 4.0%7.1% in the year ended March 31, 2017.2018. The increase in percentages was mainly due to the rising wages in the PRC.

 

12

Overhead and other expenses for our manufacturing business accounted for 2.1%5.1% of our total manufacturing business revenue for the year ended March 31, 2018,2019, compared with 1.0%2.1% of total manufacturing business revenue for the year ended March 31, 2017.2018.

25

 

Fuel, toll and tollother costs for our service business for the year ended March 31, 20182019 were $6,290,430$2,445,439 compared with $2,289,116$6,290,430 for the year ended March 31, 2017.2018. Fuel, toll and tollother costs for our service business accounted for 75.2%36.7% of our total service revenue for the year ended March 31, 2018,2019, compared with 88.5%75.2% for the year ended March 31, 2017.2018. The decrease in percentages was primarily attributable to increase of use of subcontractors.

Subcontracting fees for our service business for the year ended March 31, 2019 increased 228% to $3,243,552 from $988,883 for the year ended March 31, 2018. Subcontracting fees accounted for 48.6% and 11.8% of our total service business revenue in the years ended March 31, 2019 and 2018, respectively. This increase in percentages was primarily because the Company subcontracted more shipping orders to subcontractors in 20182019 due to the increase in shipping orders with the destination that were not covered by the Company’s own delivery and transportation networks.

 

Subcontracting fees for our service business for the year ended March 31, 2018 increased 562% to $988,883 from $149,440 for the year ended March 31, 2017. Subcontracting fees accounted for 11.8% and 5.8% of our total service business revenue in the years ended March 31, 2018 and 2017, respectively. This increase in percentages the Company subcontracted more shipping orders to subcontractors in 2018 due to the increase in shipping orders with the destination that were not covered by the Company’s own delivery and transportation networks

Total cost of revenue for the year ended March 31, 20182019 was $11,995,947,$8,744,226, a 60.3% increase27.1% decrease from $5,335,501$11,995,947 for the year ended March 31, 2017.2018. Total cost of sales as a percentage of total sales for the year ended March 31, 20182019 was 89.3%87.2%, compared with 95.2%89.3% for the year ended March 31, 2017.2018. Gross margin for the year ended March 31, 20182019 was 10.7%12.8% compared with 4.8%10.7% for the year ended March 31, 2017. The increase in gross margin was due to the effective control of our cost through business restructuring in 2017 for reorganizing the operational and other structures of our garment manufacturing subsidiaries to increase profitability.2018.

 

Gross profit

          Increase (decrease) in          Increase (decrease) in 
 2018 2017 2018 compared to 2017  2019 2018 2019 compared to 2018 
 (In U.S. dollars, except for percentages)       (In U.S. dollars, except for percentages)     
Gross profit $1,441,622   100% $256,018   100%  1,185,604   463.1% $1,282,694 100% $1,441,622 100% (158,928) (11.0)%
Operating expenses:                                     
Selling expenses  (25,428)  (1.8%)  (7,696)  (3.0%)  17,732   230.4% (17,905) (1.4)% (25,428) (1.8)% 7,523 29.6%
General and administrative expenses  (1,672,148)  (116.0%)  (622,543)  (243.2%)  1,049,605   168.6%  (1,947,916)  (151.9)%  (1,672,148)  (116.0)% 275,768 16.5%
Total $(1,697,576)  (117.8%) $(630,239)  (246.2%)  1,067,337   171.4% $(1,965,821) (153.3)% $(1,697,576) (117.8)% (268,245) (15.8)
Loss from operations $(255,954)  (17.8%) $(374,221)  (146.2%)  (118,267)  (31.6%) $(683,127)  (53.3)% $(255,954)  (17.8)% (427,173) (166.9)%

 

Manufacturing business gross profit for the year ended March 31, 20182019 was $353,066$304,403 compared with $109,283$353,066 for the year ended March 31, 2017.2018. Gross profit accounted for 7.0%9.1% of our total manufacturing business revenue for the year ended March 31, 2018,2019, compared with 4.0%7.0% for the year ended March 31, 2017.2018.

 

Gross profit in our service business for the year ended March 31, 2019 was $978,291 and gross margin was 14.7%. Gross profit in our service business for the year ended March 31, 2018 was $1,088,557 and gross margin was 10.7%. Gross profit in our service business for the year ended March 31, 2017 was $146,735 and gross margin was 5.7%.

 

The increase in gross margin was due to our focus on high margin customers, implementation of cost cutting measures and the effective control ofon our cost through business restructuring in 2017 for reorganizingcosts during the operational and other structures of our garment manufacturing subsidiaries to increase profitability.year.

 

Selling, General and administrative expenses

 

Our selling expenses in our manufacturing segment for the years ended March 31, 2019 and 2018 was $17,905 and 2017 was $25,428, and $7,696, respectively. Our selling expenses in our service segment for the year ended March 31, 20172019 and 2018 was $nil and $nil, respectively. Selling expenses consist primarily of local transportation, unloading charges and product inspection charges. Total selling expenses for the year ended March 31, 2019 decreased 29.6% to $17,905 from $25,428 for the year ended March 31, 2018.

 

26

Our general and administrative expenses in our manufacturing segment for the years ended March 31, 2019 and 2018 was $278,407 and 2017 was $266,493, and $235,688, respectively. Our general and administrative expenses in our service segment, for the year ended March 31, 2019 and 2018 was $959,471 and 2017 was $1,077,999, and $349,845, respectively. Our general and administrative expenses in our corporate and other segmentoffice for the year ended March 31, 2019 and 2018 was $710,038 and 2017 was $327,656, and $37,010, respectively. General and administrative expenses consist primarily of administrative salaries, office expense, certain depreciation and amortization charges, repairs and maintenance, legal and professional fees, warehousing costs and other expenses that are not directly attributable to our revenues.

 

13

Selling expenses for the year ended March 31, 2018 increased 230.4% to $25,428 from $7,696 for the year ended March 31, 2017.

GeneralTotal general and administrative expenses for the year ended March 31, 20182019 increased 168.6%16.5% to $1,672,148$1,947,916 from $622,543$1,672,148 for the year ended March 31, 2017.2018. The increase was mainly due to revenue generated for the year ended March 31, 2017 represents only four months results beginning December 2016 when the operating companiesincrease in the PRC were being acquiredlegal and consolidatedprofessional fees to the Company, offsetcomply with the decrease in expenses as a result of cost cutting policy applied in 2017 including streamlining operating processSEC accounting, disclosure and laying off redundant employees.reporting requirements.

 

Income from operations

 

Loss from operations for the years ended March 31, 2019 and 2018 was $683,127 and 2017 was 255,954 and $374,220,$255,954, respectively. Income (loss) from operations of $61,145$8,092 and ($134,100)$61,145 was attributed from our manufacturing segment for the years ended March 31, 2019 and 2018, and 2017, respectively. (Loss)/Income from operations of $10,406($10) and ($203,110)$10,406 was attributed from our service segment for the years ended March 31, 20182019 and 2017,2018, respectively. We incurred a loss from operations in corporate segmentoffice of $327,505$691,209 and $37,010$327,505 for the years ended March 31, 20182019 and 2017,2018, respectively. The loss from our corporate segmentoffice was mainly due to theincrease in legal and professional fee in connectionfees to comply with the reverse merger transactions incurred in 2017.SEC accounting, disclosure and reporting requirements.

 

Income Tax Expenses

 

Income tax expense for the years ended March 31, 2019 and 2018 was $8,555 and 2017 was $19,342, and $13,577, respectively, a 42.5% increase55.8% decrease compared to 2017.2018. The Company operates in the PRC and files tax returns in the PRC jurisdictions.

 

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

 

Yingxi HK was incorporated in Hong Kong and is subject to Hong Kong income tax at a tax rate of 16.5%. No provision for income taxes in Hong Kong has been made as Yingxi HK had no taxable income for the years ended March 31, 20182019 and 2017.2018.

 

QYTG and YX were incorporated in the PRC and is subject to the PRC statutory taxEnterprise Income Tax (EIT) rate is 25%. No provision for income taxes in the PRC has been made as QYTG and YX had no taxable income for the years ended March 31, 20182019 and 2017.2018.

 

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

 

The Company’s parent entity, Addentax Group Corp. is an U.S 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 years ended March 31, 20182019 and 2017.2018.

 

Impairment Loss on Goodwill

 

ForThe goodwill impairment assessment process was conducted at the year ended March 31, 2018, we recognized an impairment loss on goodwill of $454,659.reporting units. A number of factors, including the overall financial performance, the slower than expected growth and trading conditions were considered. The goodwill impairment assessment process was conducted at the reporting units. We determined the fair value based on discounted cash flow calculations. Based on our impairment test of goodwill, the recoverable amount was lowerhigher than the carrying amount of the goodwill recorded and it was concluded that carrying amountno impairment against the Group’s goodwill as of March 31, 2019 is necessary. For the year ended March 31, 2018, we recognized an impairment loss on goodwill of $454,659 was impaired.$454,659.

 

27

Net Income

 

We incurred a net loss of $709,396$694,329 and $371,802$709,396 for the years ended March 31, 20182019 and 2017,2018, respectively. Our basic and diluted earnings per share were $0.00 and $0.00 for the year ended March 31, 2019 and 2018, respectively.

14

 

Summary of cash flows

 

Summary cash flows information for the years ended March 31, 20182019 and 20172018 is as follow:

  2018  2017 
  (In U.S. dollars) 
Net cash provided by operating activities $1,880,166  $561,458 
Net cash used in investing activities $(3,122,828) $227,711 

Net cash provided by (used in) financing activities

 $1,323,044 $(612,354)

 

  2019  2018 
  (In U.S. dollars) 
Net cash provided by operating activities $1,193,161  $1,880,166 
Net cash used in investing activities $(229,240) $(3,122,828)
Net cash (used in) provided by financing activities $(948,526) $1,323,045 

Net cash used in operating activities consist of net loss of $709,396,$694,329, increased by depreciation of $111,740 and impairment$115,673, loss on goodwilldisposal of $454,659,property and equipment of $10,325 and reduced by increase in change of operating assets and liabilities of $2,023,163.$1,761,492. We will improve our operating cash flow by closely monitoring the timely collection of accounts and other receivables. We generally do not hold any significant inventory for more than ninety days, as we typically manufacture upon customers’ order.

 

Net cash used in investing activities consist of payment for acquisition of subsidiaries of $3,025,751 and purchase of plant and equipment of $97,077.$229,240.

 

Net cash provided by financing activities consist of proceeds from bank loan of $223,502, repayment of related party borrowings of $2,893,064$3,368,968 and we received related party proceeds of $797,422.$2,253,680 and repayment of third party borrowings of $2,391,411 and we received third party proceeds of $1,618,813.$56,739.

 

Financial Condition, Liquidity and Capital Resources

 

As of March 31, 2018,2019, we had cash on hand of $264,806,$277,264, total current assets of $6,394,568$2,908,309 and current liabilities of $8,623,045.$5,780,290. We presently finance our operations primarily from cash flows from borrowings from related parties and third parties. We aim to improve our operating cash flows and anticipate that cash flows from our operations and borrowings from related parties and third parties will continue to be our primary source of funds to finance our short-term cash needs.

 

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

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

Foreign Currency Translation Risk

 

Our operations are located in the China, which may give rise to significant foreign currency risks from fluctuations and the degree of volatility in foreign exchange rates between the U.S. dollar and the Chinese Renminbi (“RMB”). All of our sales are in RMB. In the past years, RMB continued to appreciate against the U.S. dollar. As of March 31, 2018,2019, the market foreign exchange rate had increased to RMB 6.286.71 to one U.S. dollar. Our financial statements are translated into U.S. dollars using the closing rate method. The balance sheet items are translated into U.S. dollars using the exchange rates at the respective balance sheet dates. The capital and various reserves are translated at historical exchange rates prevailing at the time of the transactions while income and expenses items are translated at the average exchange rate for the period. All translation adjustments are included in accumulated other comprehensive income in the statement of equity. The foreign currency translation (loss) gain for the years ended March 31, 2019 and 2018 was $96,716 and 2017 was ($151,555) and $19,884,, 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 March 31, 20182019 that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

 

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

 

Not applicable to smaller reporting companies.

 

1528

 

 

Item 8. Financial Statements and Supplementary Data

 

ADDENTAX GROUP CORP.

 

FINANCIAL STATEMENTS

 

For the year ended March 31, 20182019 and 20172018

 

TABLE OF CONTENTS

 

Report of Independent Registered Public Accounting FirmF-1
Consolidated Balance sheetsheets as of March 31, 20182019 and 20172018F-2
Consolidated StatementStatements of IncomeLoss and Comprehensive IncomeLoss for the years ended March 31, 20182019 and 20172018F-3
Consolidated StatementStatements of Changes in Equity for the years ended March 31, 20182019 and 20172018F-4
Consolidated StatementStatements of Cash Flows for the years ended March 31, 20182019 and 20172018F-5
Notes to Consolidated Financial Statements for the years ended March 31, 20182019 and 20172018F-6 – F-16F-18

 

1629

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and Stockholders of Addentax Group Corp.:

 

Opinion on the Financial Statements

 

We have audited the accompanying balance sheetsheets of Addentax Group Corp. together with its subsidiaries (“the Company”) as of March 31, 20182019 and 2017,2018, and the related consolidated statements of incomeloss and comprehensive loss, stockholders’ equity, and cash flows for the year then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial positionpositions of the Company as of March 31, 20182019 and 2017,2018, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States.

 

Going concern uncertainty

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company incurred recurring losses from operations, has net current liabilities and an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Basis for Opinion

 

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit.audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our auditaudits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the auditaudits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our auditaudits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our auditaudits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

 

Emphasis of Matter

 

The Company has significant transactions with related parties, which are described in Note 76 to the financial statements. Transactions involving related parties cannot be presumed to be carried out on an arm’s length basis, as the requisite conditions of competitive, free market dealings may not exist.

 

/s/ Pan-China Singapore PAC

/s/ Pan-China Singapore PAC
We have served as the Company’s auditor since 2018.
Singapore
July 01, 2019

 

We have served as the Company’s auditor since 2018.

Singapore

July 16, 2018

F-1
 F-1

 

ADDENTAX GROUP CORPCORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

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

AS OF MARCH 31, 20182019 AND 20172018

 

  2018   2017 
ASSETS        
         
CURRENT ASSETS      
Cash and cash equivalents $264,806  $176,905 
Accounts receivables, net  3,416,618   4,776,878 
Inventories, net  239,229   445,442 
Other receivables  2,005,112   1,105,320 
Advances to suppliers  266,377   322,556 
Amounts due from related parties  202,426   127,552 
Total current assets  6,394,568   6,954,653 
         
NON-CURRENT ASSETS        
Plant and equipment, net  648,540   663,203 
Goodwill  475,003   929,662 
Total non-current assets  1,123,543   1,592,865 
TOTAL ASSETS $7,518,111  $8,547,518 
         
LIABILITIES AND EQUITY        
         
CURRENT LIABILITIES        
Accounts payable $1,549,847  $1,610,643 
Amount due to related parties  5,319,418   2,907,283 
Advances from customers  1,561,861   1,047,817 
Accrued expenses and other payables  185,855   199,283 
Payable for acquisition of business  -   3,025,751 
Income tax payable  6,064   723 
Total current liabilities  8,623,045   8,791,500 
TOTAL LIABILITIES $8,623,045  $8,791,500 
         
COMMITMENTS AND CONTINGENCIES        
         
EQUITY        
Common stock ($0.001 par value, 506,920,000 shares issued and outstanding for the year ended March 31, 2018 and $0.001 par value, 500,000,000shares issued and outstanding for the year ended March 31, 2017) $506,920  $500,000 
Additional paid-in capital  (420,524)  (413,604)
Retained earnings  (1,081,198)  (371,802)
Statutory reserve  21,539   21,539 
Accumulated other comprehensive income  (131,671)  19,884 
Total equity  (1,104,934)  (243,983)
TOTAL LIABILITIES AND EQUITY $7,518,111  $8,547,517 

 

  Note  2019  2018 
ASSETS            
             
CURRENT ASSETS            
Cash and cash equivalents     $277,264  $264,806 
Accounts receivables, net  4   1,798,489   3,416,618 
Inventories, net  7   318,047   239,229 
Other receivables  5   178,128   2,005,112 
Advances to suppliers  8   230,484   266,377 
Amounts due from related parties  6   -   202,426 
Total current assets      2,802,412   6,394,568 
             
NON-CURRENT ASSETS            
Plant and equipment, net  9   694,431   648,540 
Goodwill      475,003   475,003 
Total non-current assets      1,169,434   1,123,543 
TOTAL ASSETS     $3,971,846  $7,518,111 
             
LIABILITIES AND EQUITY            
             
CURRENT LIABILITIES            
Short-term loan  10  $223,502  $- 
Accounts payable      884,251  1,549,847 
Amount due to related parties  6   4,204,130   5,319,418 
Advances from customers      102,673   1,561,861 
Accrued expenses and other payables  13   259,837   185,855 
Income tax payable  11   -   6,064 
Total current liabilities      5,674,393   8,623,045 
TOTAL LIABILITIES     $5,674,393  $8,623,045 
             
COMMITMENTS AND CONTINGENCIES  16         
             
EQUITY            
Common stock ($0.001 par value, 25,346,004 shares issued and outstanding for the year ended March 31, 2019 and 2018 respectively)     $25,346  $25,346 
Additional paid-in capital      61,050  61,050
Retained earnings      (1,775,767)  (1,081,198)
Statutory reserve  14   21,779   21,539 
Accumulated other comprehensive loss  14   (34,955)  (131,671)
Total deficit      (1,702,547)  (1,104,934)
TOTAL LIABILITIES AND EQUITY     $3,971,846  $7,518,111 

See accompany notes to the condensed consolidated financial statements.

 

F-2
 

 

ADDENTAX GROUP CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS

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

FOR THE YEARS ENDED MARCH 31, 20182019 AND 20172018

 

  2018  2017 
REVENUES $13,437,569  $5,335,501 
         
COST OF REVENUES  (11,995,947)  (5,079,483)
         
GROSS PROFIT  1,441,622   256,018 
         
OPERATING EXPENSES        
Selling and marketing  (25,428)  (7,696)
General and administrative  (1,672,148)  (622,543)
Total operating expenses  (1,697,576)  (630,239)
         
LOSS FROM OPERATIONS  (255,954)  (374,221)
         
IMPAIRMENT LOSS ON GOODWILL  (454,659)  - 
         
OTHER INCOME, NET  20,559   15,996 
         
LOSS BEFORE INCOME TAX EXPENSE  (690,054)  (358,225)
         
INCOME TAX EXPENSE  (19,342)  (13,577)
         
NET LOSS  (709,396)  (371,802)
Foreign currency translation (loss) gain  (151,555)  19,884 
TOTAL COMPREHENSIVE LOSS  (860,951) $(351,918)
         
EARNINGS PER SHARE        
Basic and diluted  0.00   0.00 
Weighted average number of shares outstanding – Basic and diluted  506,920,000   500,000,000 

  Note  2019  2018 
REVENUES     $10,026,920  $13,437,569 
             
COST OF REVENUES      (8,744,226)  (11,995,947)
             
GROSS PROFIT      1,282,694   1,441,622 
             
OPERATING EXPENSES            
Selling and marketing      (17,905)  (25,428)
General and administrative      (1,947,916)  (1,672,148)
Total operating expenses      (1,965,821)  (1,697,576)
             
LOSS FROM OPERATIONS      (683,127)  (255,954)
             
IMPAIRMENT LOSS ON GOODWILL      -   (454,659)
             
FINANCE COST      (11,423)  - 
             
OTHER INCOME, NET      8,776   20,559 
             
LOSS BEFORE INCOME TAX EXPENSE      (685,774)  (690,054)
             
INCOME TAX EXPENSE  11   (8,555)  (19,342)
             
NET LOSS      (694,329)  (709,396)
Foreign currency translation gain (loss)  14   96,716   (151,555)
TOTAL COMPREHENSIVE LOSS     $(597,613) $(860,951)
             
LOSS PER SHARE            
Basic and diluted      (0.03)  (0.03)
Weighted average number of shares outstanding – Basic and diluted      25,346,004   25,346,004 

 

See accompany notes to the condensed consolidated financial statements.

 

F-3
 

 

ADDENTAX GROUP CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

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

FOR THE YEARS ENDED MARCH 31, 20182019 AND 20172018

 

  Common Stock  Additional  Retained earnings  Accumulated other    
  Shares  Amount  paid-in
capital
  Unrestricted  Statutory reserve  comprehensive loss  Total Equity 
BALANCE AT MARCH 31, 2017  25,000,000  $25,000  $61,396 $(371,802) $21,539  $19,884  $(243,983)
Recapitalization  346,004   346   346  -   -   -   - 
Foreign currency translation  -   -   -   -   -   (151,555)  (151,555)
Net loss for the year  -   -   -   (709,396)  -   -   (709,396)
BALANCE AT MARCH 31, 2018  25,346,004  $25,346  $61,050 $(1,081,198) $21,539  $(131,671) $(1,104,934)
                             
Transfer to Statutory reserve  -   -   -   (240)  240   -   - 
Foreign currency translation  -   -   -   -   -   96,716   96,716 
Net loss for the year  -   -   -   (694,329)  -   -   (694,329)
BALANCE AT MARCH 31, 2019  25,346,004  $25,346  $61,050 $(1,775,767) $21,779  $(34,955) $(1,702,547)

  Common Stock  Additional  Retained earnings  Accumulated other    
  Shares  Amount  paid-in
capital
  Unrestricted  Statutory reserve  comprehensive
income
  Total Equity 
BALANCE ATAUGUST 4, 2016 (i)  500,000,000  $500,000  $(413,604) $-  $21,539  $-  $107,935 
Foreign currency translation  -   -   -   -   -   19,884   19,884 
Net income for the year  -   -   -   (371,802)  -   -   (371,802)
BALANCE AT MARCH 31, 2017  500,000,000  $500,000  $(413,604) $(371,802) $21,539  $19,884  $(243,983)
                             
Recapitalization  6,920,000   6,920   (6,920)  -   -   -   - 
Foreign currency translation  -   -   -   -   -   (151,555)  (151,555)
Net income for the year  -   -   -   (709,396)  -   -   (709,396)
BALANCE AT MARCH 31, 2018  506,920,000  $506,920  $(420,524) $(1,081,198) $21,539  $(131,671) $(1,104,934)

(i)Yingxi Industrial Chain Group Co., Ltd was incorporated on August 4, 2016.

 

See accompany notes to the consolidated financial statements.

 

F-4
 

 

ADDENTAX GROUP CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

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

FOR THE YEARS ENDED MARCH 31, 20182019 AND 20172018

 

 2018 2017  2019 2018 
CASH FLOWS FROM OPERATING ACTIVITIES:          
Net loss $(709,396) $(371,802) $(694,329) $(709,396)
Adjustments to reconcile net income to net cash used in operating activities:          
Depreciation 111,740 34,905  115,673 111,740 
Loss from disposal of plant and equipment - 6,129 
Allowance for obsolete inventories - 155,722 
Loss on disposal of plant and equipment 10,324 - 
Impairment loss on goodwill 454,659 -  - 454,659 
Changes in operating assets and liabilities:          
(Increase) decrease in:          
Accounts receivable 1,360,260 (780,593) 1,618,129 1,360,260 
Inventories 206,213 21,398  (78,818) 206,213 
Advances to suppliers 56,179 361,143  35,893 56,179 
Amounts due from related parties (74,879) 24,253  202,426 (74,879)
Other receivables (181,528) (20,713) 1,926,637 (181,528)
Increase (decrease) in:     
Accounts payables (60,796) 216,185  (608,244) (60,796)
Amounts due to related parties 

186,451

 392,296  - 186,451 
Accrued expenses and other payables 11,879 (69,400) 130,721 11,879 
Advances from customers 514,044 569,673  (1,459,187) 514,043 
Taxes payable  5,341  22,262   (6,064)  5,341 
Net cash provided by operating activities 1,880,166 561,458  $1,193,161 $1,880,166 
          
CASH FLOWS FROM INVESTING ACTIVITIES:          
Purchase of plant and equipment (97,077) -  (229,240) (97,077)
Proceeds from sale of plant and equipment - 5,871 
Payment for acquisition of subsidiaries (3,025,751) -  - (3,025,751)
Acquisition of businesses net of cash acquired  -  221,840 
Net cash (used in) provided by investing activities (3,122,828) 227,711 
Net cash used in investing activities $(229,240) $(3,122,828)
          
CASH FLOWS FROM FINANCING ACTIVITIES:          
Proceeds from related party borrowings 2,893,065 -  2,253,680 2,893,065 
Repayment of related party borrowings (797,422) (28,998) (3,368,969) (797,422)
Proceeds from bank borrowings 223,502 - 
Proceeds from third party borrowings 1,618,813 696,816  - 1,618,813 
Repayment of third party borrowings  (2,391,411)  (1,280,172)  (56,739)  (2,391,411)
Net cash provided by (used in) financing activities 1,323,045 (612,354)
Net cash provided by financing activities $(948,526 $1,323,045 
          
NET INCREASE IN CASH AND CASH EQUIVALENTS 80,383 176,815 
NET DECREASE IN CASH AND CASH EQUIVALENTS 15,395 80,383 
Effect of exchange rate changes on cash and cash equivalents 7,581 90  (2,937) 7,518 
Cash and cash equivalents, beginning of year  176,905  -   264,806  176,905 
CASH AND CASH EQQIVALENTS, END OF YEAR $264,806 $176,905 
CASH AND CASH EQUIVALENTS, END OF YEAR $277,264 $264,806 

 

See accompany notes to the condensed consolidated financial statements.

 

F-5
 

 

ADDENTAX GROUP CORP. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, 20182019 AND 20172018

 

1.ORGANIZATION AND BUSINESS ACQUISITIONS

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

2.BASIS OF PRESENTATION, LIQUIDITY

 

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

 

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

 

F-6

The Company incurred net lossesloss of $694,329, $709,396 and $371,802 duringfor the years ended March 31, 2019 and 2018, and 2017, respectively.As of March 31, 20182019 and 2017,2018, the Company had net current liability of $2,228,477$2,871,981 and $1,836,847,$2,228,477, respectively, and an deficit on total equity of $1,702,547 and $1,104,934, and $243,980, respectively.

 

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

 

The Company expects to finance operations primarily through cash flow from revenue and capital contributions from the CEO. InDuiring the year, the CEO has provided financial support for the operations of the Company.In the event that the Company requires additional funding to finance the growth of the Company’s current and expected future operations as well as to achieve our strategic objectives, the CEO has indicated the intent and ability to provide additional equity financing.

 

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

 

3.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

(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.

 

F-6

(b)Foreign Currency Translation

 

The Company’s reporting currency is the U.S. dollar. The functional currency of the parent company is the U.S. dollar and the functional currency of the Company’s operating subsidiaries is the Chinese Renminbi (“RMB”). For the subsidiaries whose functional currencies are the RMB, all assets and liabilities are translated at exchange rates at the balance sheet date and revenue and expenses are translated at the average yearly exchange rates and equity is translated at historical exchange rates. Any translation adjustments resulting are not included in determining net income but are included in foreign exchange adjustmentadjustments to other comprehensive income,loss, a component of equity.

 

(c)Use of Estimates

 

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

 

(d)Fair Value Measurement

 

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

 

F-7

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

 

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

 

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

 

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

 

At March 31, 2018,2019, the Company has no financial assets or liabilities subject to recurring fair value measurements.

 

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

 

F-7

(e)Cash and Cash Equivalents

 

The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. The Company had noAll cash and cash equivalents relate to cash on hand and cash at bank at March 31, 20182019 and 2017.2018.

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

 

(f)Accounts Receivable

 

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

 

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

 

Accounts receivable are recognized and carried at the original invoice amount less an allowance for any uncollectible amounts. An estimate for doubtful accounts receivable is made when collection of the full amount is no longer probable. Bad debts are written off as incurred. No allowance for doubtful accounts was made for the years ended March 31, 20182019 and 2017.2018.

 

The following customers had an accounts receivable balance greater than 10% of total accounts receivable at March 31, 20182019 and 2017.2018.

 

  2018  2017 
Customer A  56%  25%
Customer B  21%  15%
Customer C  12%  nil%
Customer D  6%  10%
Customer E  nil%  31%

F-8
  2019  2018 
Customer A  18%  21%
Customer B  18%  2%
Customer C  12%  2%
Customer D  12%  Nil%
Customer E  10%  Nil%

 

(g)Inventories

 

Manufacturing segment inventories consist of raw materials, work in progress and finished goods and are stated at the lower of cost, determined on a weighted average basis, or net realizable value. Net realizable value is the estimated selling price in the ordinary course of business less the estimated cost of completion and the estimated costs necessary to make the sale. When inventories are sold, their carrying amount is charged to expense in the period in which the revenue is recognized. Write-downs for declines in net realizable value or for losses of inventories are recognized as an expense in the period the impairment or loss occurs. The Company madeNo allowance for obsolete finished goods of $nil and $155,722nil for the yearsboth year ended March 31, 20182019 and 2017, respectively.2018.

F-8

 

During the years ended March 31, 2019 and 2018, approximately 39% and 2017, approximately 45% and 81% of total inventory purchases were from the Company’s five largest suppliers, respectively. Management believes that should the Company lose any one of its major suppliers, other suppliers are available that could provide similar products to the Company on comparable terms.Company.

 

(h)Plant and Equipment

 

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

 

Production plant5-10 years
Motor vehicles10-15 years
Office equipment5-10 years

 

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

 

(i)Goodwill

 

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

 

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

 

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

 

The Company tested goodwill for impairment as of March 31, 20182019 and it was determined that recoverable amount of one of the Company’s reporting units was lowerhigher than the carrying amount of the goodwill recorded. Therefore it was concluded that no impairment for goodwill is required. As of March 31, 2019 and 2018, carrying amount of goodwill of $nil and $454,659 was impaired.impaired, respectively.

 

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

 

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

 

There was no impairment of long-lived assets as of March 31, 20182019 and 2017.2018.

 

F-9

 

(k)Revenue Recognition

 

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

(i) identification of the promised goods and services in the contract;

(ii) determination of whether the promised goods and services are performance obligations, including whether they are distinct in the context of the contract;

(iii) measurement of the transaction price, including the constraint on variable consideration;

(iv) allocation of the transaction price to the performance obligations; and

(v) recognition of revenue when (or as) the Company satisfies each performance obligation.

The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes manufacturing revenue from product sales, netas revenues the amount of value added taxes, upon delivery at which time title passesthe transaction price that is allocated to the customer provided that thererespective performance obligation when the performance obligation is satisfied or as it is satisfied. Generally, the Company’s performance obligations are no uncertainties regarding customer acceptance, persuasive evidence of an arrangement exists, the sales price is fixed and determinable and collectability is deemed probable. Service revenue is recognizedtransferred to customers at the time at thea point in time, when deliverytypically upon delivery.

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

 

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

 

(l)Earnings Per Share

 

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

 

F-10

The Company’s basic earnings per share is computed by dividing the net income available to holders by the weighted average number of the Company’s ordinary shares outstanding. Diluted earnings per share reflects the amount of net income available to each ordinary share outstanding during the period plus the number of additional shares that would have been outstanding if potentially dilutive securities had been issued. The Company had no potentially dilutive ordinary shares as of March 31, 20182019 and 2017.2018.

 

(m)Income Taxes

 

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

 

The Company has a history of tax losses and there is no convincing evidence that sufficient taxable income will be available against which the deferred tax asset can be utilised, therefore, the Company does not haverecognize any material unrecognized tax benefits.benefits for the year ended March 31, 2019 & 2018.

 

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

 

The Company’s policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. The Company does not have any accrued interest or penalties associated with any unrecognized tax benefits, nor was any interest expense recognized during the years ended March 31, 20182019 and 2017.2018. The Company’s effective tax rate differs from the PRC federal statutory rate primarily due to non-deductible expenses, temporary differences and preferential tax treatment.treatments.

 

New U.S. federal tax legislation, commonly referred to as the Tax Cuts and Jobs Act (the “U.S. Tax Reform”), was signed into law on December 22, 2017. The U.S. Tax Reform modified the U.S. Internal Revenue Code by, among other things, reducing the statutory U.S. federal corporate income tax rate from 35% to F21%21% for taxable years beginning after December 31, 2017; limiting and/or eliminating many business deductions; migrating the U.S. to a territorial tax system with a one-time transaction tax on a mandatory deemed repatriation of previously deferred foreign earnings of certain foreign subsidiaries; subject to certain limitations, generally eliminating U.S. corporate income tax on dividends from foreign subsidiaries; and providing for new taxes on certain foreign earnings. Taxpayers may elect to pay the one-time transition tax over eight years, or in a single lump-sum payment. The Company measured the current and deferred taxes based on the provisions of the Tax legislation. After the Company’s measurement, no deferred tax benefit nor expense were recorded relating to the Tax Act changes for the year ended March 31, 2019 and 2018.

F-10

 

(n)Related party balances and transactions

 

A related party is generally defined as:

 

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

 

(ii) the Company’s management,

 

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

 

F-11

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

 

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

(o)Interest Rate Risk

In September 2018, the Company entered into a credit agreement that provides for an approximately $223,502 (RMB1,500,000) from Dongguan Agricultural Commercial Bank. The pricing on the credit facility is based on LIBOR, as defined by the credit agreement. The floating interest rate may affect the ability of repayment of existing debts and viability of securing future debt instruments within the PRC. As of March 31, 2019, the Company has drawn down credit amount for $223,502 (RMB 1,500,000) at a fix rate of 6.96% p.a.

(p)Recently issued and adopted accounting pronouncements

 

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

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

In February 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220) Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. The amendments allow a reclassification from accumulated other comprehensive income to January 1, 2018retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act. This standard was effective for the Company. EarlyCompany on September 1, 2018. The adoption is permitted. The Company adopts ASU 2014-09 utilizing the modified retrospective method. The Company evaluated the impact of adopting the newthis standard and conclude there was nodid not have a material impact on the Company’s revenue recognition policy.consolidated financial position, results of operations or cash flows.

 

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

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

 

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

In August 2016, the FASB issued ASU 2016-15, “StatementCompany should record both right-of-use asset and lease liability of Cash flows -—Classification of Certain Cash Receipts and Cash Payment”, effective for the fiscal years beginning after December 15, 2017, and interim periods within that fiscal year. This Update addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice. The Company evaluated the impact of adopting the new standard$0.6 million on its consolidated financial statements and conclude there was no material impact tofor the Company’s financial statement.fiscal year ended March 31, 2020.

 

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

F-12

 

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

 

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

44.BUSINESS ACQUISITION

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

The following represents the purchase price allocation at the dates of the acquisition:
Cash and cash equivalents $230,390 
Other current assets  6,373,688 
Plant and equipment  710,829 
Goodwill  929,662 
Current liabilities  (5,174,094)
Statutory reserves  (21,539)
Total purchase price $3,048,936 

F-11

5..ACCOUNTS RECEIVABLES

 

The receivables and allowance balances at March 31, 20182019 and 20172018 are as follows:

 

  2018  2017 
Accounts receivable $3,416,618  $4,776,878 
Less: allowance for doubtful accounts  -   - 
Accounts receivable, net $3,416,618  $4,776,878 

  2019  2018 
Accounts receivable $1,798,489  $3,416,618 
Less: allowance for doubtful accounts  -   - 
Accounts receivable, net $1,798,489  $3,416,618 

 

No allowance for doubtful accounts was made for the years ended March 31, 20182019 and 2017.2018.

 

6.5.OTHER RECEIVABLES

 

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

 

67..RELATED PARTY TRANSACTIONS

 

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

 

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

 

F-13

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

 

Amounts due from related parties 2018 2017  2019  2018 
Zhida Hong $-  $9,190 
Bihua Yang  -   118,358 
Shenzhen Bitun Textile Co., Ltd.  39,883   -   -   39,883 
Shenzhen Yingxi Investment & Development Co., Ltd.  162,543   4   -   162,543 
 $202,426  $127,552  $-  $202,426 

 

F-12
Amounts due to related parties 2019  2018 
Zhida Hong $3,989,382  $38,196 
Zhongpeng Chen  169,235   739,317 
Dewu Huang  -   248,031 
Yinping Ding  -   118,952 
Jinlong Huang  45,513   338,115 
Shenzhen Qianhai Bitun Investment Fund Management Co., Ltd.  -   3,665,347 
Shenzhen Bitun Yihao Fund Partnership (Limited Partnership)  -   159,356 
Huizhu Ma  -   12,104 
  $4,204,130  $5,319,418 

Amounts due to related parties 2018  2017 
Zhida Hong $38,196   $ 
Zhongpeng Chen  739,317   554,158 
Dewu Huang  248,031   121,794 
Yinping Ding  118,952   983,452 
Jinlong Huang  338,115   1,218,846 
Shenzhen Qianhai Bitun Investment Fund Management Co., Ltd.  3,665,347   - 
Shenzhen Bitun Yihao Fund Partnership (Limited Partnership)  159,356   - 
HuizhuMa  12,104   - 
Bitun Apparel (Shenzhen) Co., Ltd  -   29,033 
  $5,319,418  $2,878,250 

Payables for acquisition of subsidiaries 2018  2017 
Bitun Apparel (Shenzhen) Co., Ltd  -   1,584,247 
Shenzhen Yingxi Investment & Development Co., Ltd.  -   1,440,224 
  $-  $3,024,471 

 

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

 

78..INVENTORIES

 

Inventories consist of the following as of March 31, 20182019 and 2017:2018:

 

  2019  2018 
Raw materials $157,382  $126,079 
Work in progress  160,665   113,150 
Total inventories, net $318,047  $239,229 

There is no inventory allowance for the year ended March 31, 2019 and 2018.

  2018  2017 
Raw materials $126,079  $300,592 
Work in progress  113,150   340,330 
Finished goods  -   261,060 
Total  239,229   601,982 
Less: allowance for obsolete inventories  -   (156,540)
Inventories, net $239,229  $445,442 

 

89..ADVANCES TO SUPPLIERS

 

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

 

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

10.9.PLANT AND EQUIPMENT

 

Plant and equipment consists of the following as of March 31, 20182019 and 2017:2018:

 

  2018  2017 
Production plant  155,529  $141,680 
Motor vehicles  944,539   877,015 
Office equipment  12,491   11,378 
   1,112,559   1,030,073 
Less: accumulated depreciation  (464,019)  (366,870)
Plant and equipment, net  648,540  $663,203 

  2019  2018 
Production plant $107,173  $155,529 
Motor vehicles  1,016,818   944,539 
Office equipment  14,722   12,491 
   1,138,713   1,112,559 
Less: accumulated depreciation  (444,282)  (464,019)
Plant and equipment, net $694,431  $648,540 

 

Depreciation expense for the years ended March 31, 2019 and 2018 was $115,673 and $111,740, respectively.

F-14

10.SHORT-TERM BANK LOAN

In September 2018, HSW, a subsidiary of the Company entered into a bank loan agreement with Dongguan Agricultural Commercial Bank to borrow approximately $223,502 (RMB1,500,000) for daily operations with an annual interest rate of 6.96%.The loan is guaranteed free of charge by legal representative of HSW. The principal of $164,000 will be matured in September 2019and $34,905, respectively.the rest will be matured in November 2019.

 

11.11.INCOME TAXES

 

(a)Enterprise Income Tax (“EIT”)

 

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

F-13

 

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

 

Yingxi HK was incorporated in Hong Kong and is subject to Hong Kong income tax at a tax rate of 16.5%. No provision for income taxes in Hong Kong has been made as Yingxi HK had no taxable income for the years ended March 31, 20182019 and 2017.2018.

 

YX were incorporated in the PRC and is subject to the PRC federal statutoryEIT tax rate isof 25%. No provision for income taxes in the PRC has been made as YX had no taxable income for the years ended March 31, 20182019 and 2017.2018.

 

The Company is governed by the Income Tax Laws of the PRC. Yingxi’s operating companies, QYTG, HSW, HPF and DT were subject to an EIT rate of 25% in 20182019 and 2017.2018. XKJ enjoyed the preferential tax benefits and its EIT rate was 15% in 20182019 and 2017.2018.

 

The Company’s parent entity, Addentax Group Corp. is an U.S entity and is subject to the United States federal income tax. No provision for income taxes in the United States has been made as Addentax Group Corp. had no United States taxable income for the years ended March 31, 20182019 and 2017.2018.

 

No deferred taxes were recognized for the years ended March 31, 20182019 and 2017.2018.

 

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

  2018  2017 
PRC statutory tax rate  25%  25%
Temporary differences  (19%)  (4%)
Tax losses not recognized  (72%)  (25%)
Income tax expense $(66%) $(4%)

 

 2018 2017  2019 2018 
PRC statutory tax rate  25%  25%  25%  25%
Computed expected benefits $(172,514) $(89,556)
Temporary differences  (20,389)  48,309 
Temporary differences not recognized (3)% (19)%
Tax losses not recognized  212,245   54,824   (23)%  (72)%
Income tax expense $19,342  $13,577  $(1)% $(66)%

F-15

  2019  2018 
PRC statutory tax rate  25%  25%
Computed expected benefits $(171,444) $(172,514)
Temporary differences not recognized  

19,291

   (20,389)
Tax losses not recognized  160,708   212,245 
Income tax expense $8,555  $19,342 

 

(b)Value Added Tax (“VAT”)

 

In accordance with the relevant taxation laws in the PRC, the normal VAT rate for domestic sales is 17%, which is levied on the invoiced value of sales and is payable by the purchaser. The subsidiary HSW enjoyed preferential VAT rate of 13%. The Company is required to remit the VAT it collects to the tax authority. A credit is available whereby VAT paid on purchases can be used to offset the VAT due on sales.

 

For services, the applicable VAT rate is 11% under the relevant tax category for logistic company, except the branch of HPF enjoyed the preferential VAT rate of 3% in 20182019 and 2017.2018. The Company is required to pay the full amount of VAT calculated at the applicable VAT rate of the invoiced value of sales as required. A credit is available whereby VAT paid on gasoline and toll charges can be used to offset the VAT due on service income.

 

12.CONSOLIDATED SEGMENT DATA

 

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

 

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

 

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

 

F-14

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

 

Revenues by segment for the years ended March 31, 20182019 and 20172018 are as follows:

Revenues 2018  2017 
Manufacturing segment $5,069,699  $2,750,210 
Service segment  8,367,870   2,585,291 
  $13,437,569  $5,335,501 

Revenues 2019  2018 
Manufacturing segment $3,359,637  $5,069,699 
Service segment  6,667,283   8,367,870 
  $10,026,920  $13,437,569 

 

Income from operations by segment for the years ended March 31, 20182019 and 20172018 are as follows:

 

Operating income (loss) 2018  2017 
Manufacturing segment $61,145  $(134,100)
Service segment  10,406   (203,110)
Corporate and other  (327,505)  (37,010)
(Loss) income from operations $(255,954) $(374,220)
Manufacturing segment  13,481   (2,916)
Service segment  6,824   5,231 
Corporate and other  (454,405)  13,681 
(Loss) income before income tax $(690,054) $(358,225)
Income tax expense  (19,342)  (13,577)
Net (loss) income $(709,396) $(371,802)

Operating 2019  2018 
Manufacturing segment $8,091  $61,145 
Service segment  (10)  10,406 
Corporate and other  (691,208)  (327,505)
Loss from operations $(683,127) $(255,954)
Manufacturing segment  (12,762)  13,481 
Service segment  10,118   6,824 
Corporate and other  (3)  (454,405)
Loss before income tax $(685,774) $(690,054)
Income tax expense  (8,555)  (19,342)
Net loss $(694,329) $(709,396)

F-16

 

Depreciation and amortization by segment for the years ended March 31, 20182019 and 20172018 are as follows:

Depreciation 2018  2017 
Manufacturing segment $28,657  $8,614 
Service segment  83,083   26,291 
  $111,740  $34,905 

Depreciation 2019  2018 
Manufacturing segment $23,036  $28,657 
Service segment  92,637   83,083 
  $115,673  $111,740 

 

Total assets by segment at March 31, 20182019 and 20172018 are as follows:

Total assets 2018  2017 
Manufacturing segment $3,775,765  $5,328,211 
Service segment  3,391,945   3,099,276 
Corporate and other  350,400   120,031 
  $7,518,111  $8,547,518 

Total assets 2019  2018 
Manufacturing segment $1,242,335  $3,775,765 
Service segment  2,253,308   3,391,945 
Corporate and other  476,203   350,401 
  $3,971,846  $7,518,111 

 

Goodwill by segment at March 31, 20182019 and 20172018 is as follows:

 

Goodwill 2018 2017  2019 2018 
Manufacturing segment $475,003  $475,003  $475,003  $475,003 
Service segment  -   454,659   -   - 
 $475,003  $929,662  $475,003  $475,003 

 

The recoverable amounts of reporting units are determined based on discounted cash flow calculations. The calculations use budgetforecast for the first year and cash flow projections based on financial forecasts prepared by management covering the remaining 4-year operating period. The key assumptions include revenue, cost of sales and operating expenses which were determined by management based on the past performance and its expectations on market development.the implementation of the Company’s strategy. Based on the impairment test of goodwill, the recoverable amount was lowerhigher than the carrying amount of the goodwill recorded and it was concluded that carryingno impairment against the amount of goodwill as of March 31, 2019 is necessary. As of March 31, 2018, the amount of goodwill of $454,659 was impaired.

F-15

 

13.13.ACCRUED EXPENSES AND OTHER PAYABLES

 

Accrued expenses and other payables consist of the following as of March 31, 20182019 and 2017:2018:

 

 2018 2017  2019 2018 
Loan from third parties (i) $56,739  $104,040  $-  $56,739 
Employee advances  1,073   987  - 1,073 
Accrued wages and welfare  66,972   91,441  84,677 66,972 
Other payables  61,071   2,815 
Other payables (ii)  

175,160

  61,071 
 $185,855  $199,283  $259,837 $185,855 

 

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

As of 3/31/2019 and 2018, other payables consist amount due to Shenzhen Bitun Yihao Fund Partnership of $118,306 and $nil, respectively. Shenzhen Bitun was a related party as of 3/31/2017 but the related party relationship was ceased and it became a third party beginning November. The Company has disclosed the relationship with Shenzhen Bitun at Note 6

 

14.RESERVES

 

(a)Statutory reserve

 

In accordance with the relevant laws and regulations of the PRC, the subsidiary of the Company established in the PRC is required to transfer 10% of its profit after taxation prepared in accordance with the accounting regulations of the PRC to the statutory reserve until the reserve balance reaches 50% of the subsidiary’s paid-up capital. Such reserve may be used to offset accumulated losses or increase the registered capital of the subsidiary, subject to the approval from the PRC authorities, and are not available for dividend distribution to the shareholders. At March 31, 20182019 and 2017,2018, the paid-up statutory reserve was RMB148,418 or$21,779 & $21,539.

F-17

 

(b)Currency translation reserve

 

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

 

15. REVERSE STOCK SPLIT

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

15.16.COMMITMENTS AND CONTINGENCIES

 

Leases

 

The Company leased offices in various cities in the PRC, under operating leases expiring on various dates through 2019.2023. Rent expense for the years ended March 31, 20182019 and 20172018 was approximately $97,634$94,986 and $30,405,$97,634, respectively.

 

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

 

2019$10,613
Within one year $297,798 
Between one and five years  267,494 
  $565,292 

 

16.17.SUBSEQUENT EVENTS

 

In accordance with ASC 855,Subsequent to year end, on April 18, 2019, the Company evaluated allfiled a Form S-1 Registration Statement with the Securities and Exchange Commission (the “SEC”) and on May 13, 2019, the Company filed an amendment to the Form S-1 Registration Statement with the SEC in connection with the public offering of its activity througha minimum of 1,000,000 and a maximum of 4,000,000 shares of our common stock, and the issue dateresale of the financial statements and concluded thatshares by certain selling stockholders. And there is no other subsequent events have occurred that would require recognition or disclosure in the financial statements.

 

F-16
F-18 

 

Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

 

None.

 

Item 9A (T).9A. Controls and Procedures

 

Disclosure Controls and Procedures

 

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

 

We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of March 31, 2017.2019. Based on the evaluation of these disclosure controls and procedures, and in light of the material weaknesses found in our internal controls over financial reporting, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective.

 

Management’s Report on Internal Control over Financial Reporting

 

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of March 31, 20182019 using the criteria established in “Internal Control - Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

 

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of March 31, 2018,2019, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.

 

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

2. We did not maintain a sufficient complement of personnel with an appropriate cash controls – Aslevel of March 31, 2018, the Company has not maintained sufficient internal controls overknowledge of accounting, experience, and training commensurate with its financial reporting for cash, including failure to segregate cash handling and accounting functions, and did not require dual signatures on the Company’s bank accounts. Alternatively, the effects of poor cash controls were mitigated by the fact that the Company had limited transactions in its bank accounts.requirements.

3. We did not implement appropriate information technology controls – As at March 31, 2018, the Company retains copies of all financial data and material agreements; however there is no formal procedure or evidence of normal backup of the Company’s data or off-site storage of data in the event of theft, misplacement, or loss due to unmitigated factors.

 

1730

 

 

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

 

As a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of March 31, 20182019 based on criteria established in Internal Control- Integrated Framework issued by COSO.

 

Changes in Internal Controls over Financial Reporting

 

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

 

Item 9B. Other Information

 

None

 

PART III

 

Item 10. Directors, Executive Officers Promoters and Control Persons of the CompanyCorporate Governance

 

DIRECTORS AND EXECUTIVE OFFICERS

 

The name, address, age and titles of our executive officers and directordirectors are as follows:

 

Name & Address Age Title Date of PositionFirst Appointment

Hong Zhida

 2728 Chairman of the Board, Chief Executive Officer, President Treasurer, and Secretary March 10, 2017
       

Yu, KeyingHuang Chao

 6826Chief Financial Officer and TreasurerMarch 8, 2019
Ng Chung Chi (1)38Independent DirectorMarch 13, 2019
Yu Jiaxin (1)37Independent DirectorMarch 13, 2019
Li Weilin (1)38Independent DirectorMarch 13, 2019
Hong Zhiwang25 Director March 10, 201713, 2019

 

18

(1) Member of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee.

 

Hong Zhida, Chairman, CEO, President Secretary and TreasurerSecretary

 

Mr. Hong Zhida received his Bachelor’s Degree in Electronic Information Science and Technology from Sun Yat-sen University in July 2013. From June 2014 to Present, he served as the Director of China Huiying Joint Supply Chain Group Co.Ltd.Co. Ltd. He was responsible for assisting the company’s chairman to plan development strategy. From September 2013 to May 2014, he served as Head of Membership Department of the Guangzhou Haifeng Chamber of Commerce. In that position he was responsible for the membership management of the institution.

 

Yu Keying, Director

From July 1986 to present, Mr. Yu has worked in Shenzhen Mailang Garments Co. Ltd as Manager. Shenzhen Mailang Garments Co. Ltd is an enterprise responsible for developing, producingHuang Chao, Chief Financial Officer and selling garments of two main leisure men’s brands called Mylooo and Tannoy covering T-shirts, sweaters, windbreaker and other product lines. There are numbers of sales outlets in Guangzhou, Beijing, Shanghai, Hong Kong, Taiwan and other overseas market. Mr Yu has been responsible for company operations related to product development and sales management.Treasurer

 

Mr. Hong devotes 75%Huang Chao earned two bachelor’s degrees, one in marketing from Shaoguan University, China in 2014 and the other in international logistics and trade finance from University of Northampton, United Kingdom in 2015. He earned his time each week for planningmaster’s degree in finance and organizing activitiesinvestment management from University of Liverpool, United Kingdom in 2016 to broaden and deepen his knowledge in the accounting and finance field. After his graduation in 2016, he was appointed as a secretary to Chairman in Addentax Group Corp.

Mr. Yu devotes 75% He handles all Company’s filings to ensure the Company complies with regulation and advising on good corporate governance practice. Huang Chao interacts with the directors, general manager of each business unit, various regulatory and professional bodies such as the SEC, auditors and attorneys to ensure the compliance. His managing experiences, and profound knowledge in finance make him well positioned for his time each week for planningrole as Chief Financial Officer and organizing activities of Addentax Group Corp.

During the past ten years, neither Mr. Hong nor Mr. Yu have been the subject to any of the following events:

1. Any bankruptcy petition filed by or against any business of which Mr. Hong or Mr. Yu was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time.

2. Any conviction in a criminal proceeding or being subject to a pending criminal proceeding.

3. An order, judgment, or decree, not subsequently reversed, suspended or vacated, or any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting Mr. Hong’s or Mr. Yu’s involvement in any type of business, securities or banking activities.

4. Found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Future Trading Commission to violate a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

5. Was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;

6. Was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

7. Was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

i. Any Federal or State securities or commodities law or regulation; or

ii. Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or

iii. Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; orTreasurer.

 

1931

 

 

8. WasNg Chung Chi, Independent Director

Ms. Ng Chung Chi earned her bachelor’s degree in accountancy and law from City University of Hong Kong in 2003, and earned her professional accountancy qualifications from the subjectACCA and HKICPA in 2008 and 2010, respectively. Ms. Ng currently is the CFO of or a partymultinational security services company. Prior to any sanction or order, not subsequently reversed, suspended or vacated,her CFO role, she was an Audit Senior Manager and Asian Services Leader in a Top 10 ranked International CPA firm in the United States. Ms. Ng has over fifteen years of any self-regulatory organization (as definedaccounting and financial reporting experience at an International CPA firm, providing audit and assurance services to publicly-traded company in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as definedUS with its main operations in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.US and Asia Pacific, including China, Taiwan, Singapore, India, New Zealand, etc. In addition, to providing audit and assurance service, she involved in assisting companies in the going public and going private transactions in the US, supporting their needs for on-going SEC compliance, internal control advisory, and merger and acquisition activities. She brings to the Board deep finance, audit and business experience.

 

AUDIT COMMITTEEYu Jiaxin, Independent Director

 

Ms. Yu Jiaxin earned her bachelor’s degree in business management from Nankai University, China in 2006. Ms. Yu currently is the senior human resources director of Kingkey Capital Management Co., Ltd., a Group which offers real estate development, commercial operation, financial investment, and other services in Shenzhen, China. She has worked for Kingkey Group since 2008, initially as a human resources officer and now as senior human resources director. She assisted in the set-up of Kingkey’s annual operating plan and budget in accordance with the company’s annual goals and strategies, building the company’s organizational structure and coordinating Human Resource and Administration, establishing the sound comprehensive personnel administrative management system which is adaptable to the company’s development, and implementing and supervising the system. Bringing over ten years of human resources administration experience, she brings to the Board insights on compensation and benefits.

Li Weilin, Independent Director

Mr. Li Weilin earned his bachelor’s degree in Computer Science & Technology from Sun Yat-sen University, China in 2005 and earned his master’s degree in Software Engineering from the same University in 2011. Mr. Li currently is the information and network center director in Xinhua College of Sun Yat-sen University since 2005 and is responsible for information service management for all faculties and students. He also is the leader of Computer Application & Technology program in Guangdong Polytechnic College and is responsible for major IT planning and management of the College since 2015. In 2017, he is appointed as a technology expert in Guangzhou City, providing technology consults and projects examination and verification for the information construction of Guangzhou authorities. His studies cover Network & System Safety, Image Processing, Data Mining, Business Intelligence, Big Data Management and Network Physical System. He brings to the Board deep information technology experience.

Hong Zhiwang, Director

Mr. Hong Zhiwang earned his bachelor’s degree in Automation Engineering from Beijing Institute of Technology University Zhuhai Campus, China in 2014. Mr. Hong has been the brand marketing manager at Addentax Group Corp. since 2018 and is responsible for e-commerce marketing covering design website, brand marketing, market investigation and development, and expanding marketing channels to develop new clients, designing the company’s logo and registering copyrights. In 2014, he was the PDM Software Engineer for Hongfan Computer & Technology Co., Ltd. and was responsible for developing software, on-site inspection and guidance and software maintenance, in assistance of ERP to manage the system and create brand new demands design and in charge of R&D of PLM System, surface model design and function model development, structure development and communications technology development. He brings to the Board deep brand marketing experience.

32

Board Committees

Our board of directors has established standing committees in connection with the discharge of its responsibilities. These committees include an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. Our board of directors has adopted written charters for each of these committees.

Audit Committee

Our Audit Committee was established on March 8, 2019 and is comprised of three of our independent directors: Ms. Ng Chung Chi (Chairperson), Ms. Yu Jiaxin and Mr. Li Weilin. Ms. Ng Chung Chi qualifies as the Audit Committee financial expert as defined in Item 407(d)(5) of Regulation S-K promulgated under the Securities Act.

According to its charter, the Audit Committee consists of at least three members, each of whom shall be a non-employee director who has been determined by the Board to meet the independence requirements of NASDAQ, and also Rule 10A-3(b)(1) of the SEC, subject to the exemptions provided in Rule 10A-3(c). We do not have an audit committee financial expert because we believea website containing a copy of the cost related to retaining a financial expert at this timeAudit Committee Charter. The Audit Committee Charter describes the primary functions of the Audit Committee, including the following:

Oversee the Company’s accounting and financial reporting processes;
Oversee audits of the Company’s financial statements;
Discuss policies with respect to risk assessment and risk management, and discuss the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures;
Review and discuss with management the Company’s audited financial statements and review with management and the Company’s independent registered public accounting firm the Company’s financial statements prior to the filing with the SEC of any report containing such financial statements.
Recommend to the board that the Company’s audited financial statements be included in its annual report on Form 10-K for the last fiscal year;
Meet separately, periodically, with management, with the Company’s internal auditors (or other personnel responsible for the internal audit function) and with the Company’s independent registered public accounting firm;
Be directly responsible for the appointment, compensation, retention and oversight of the work of any independent registered public accounting firm engaged to prepare or issue an audit report for the Company;
Take, or recommend that the board take, appropriate action to oversee and ensure the independence of the Company’s independent registered public accounting firm; and
Review major changes to the Company’s auditing and accounting principles and practices as suggested by the Company’s independent registered public accounting firm, internal auditors or management.

33

Compensation Committee

The Compensation Committee is prohibitive. Further, because we have no operations, at the present time, we believe the servicesresponsible for, among other matters:

reviewing and approving, or recommending to the board of directors to approve the compensation of our CEO and other executive officers and directors reviewing key employee compensation goals, policies, plans and programs;
administering incentive and equity-based compensation;
reviewing and approving employment agreements and other similar arrangements between us and our executive officers; and
appointing and overseeing any compensation consultants or advisors.

Our Compensation Committee was established on March 8, 2019 and is comprised of a financial expert are not warranted.three of our independent directors: Ms. Ng Chung Chi, Ms. Yu Jiaxin (Chairperson) and Mr. Li Weilin.

 

SIGNIFICANT EMPLOYEESCorporate Governance and Nominating Committee

 

We have no employeesThe Corporate Governance and Nominating Committee is responsible for, among other thanmatters:

selecting or recommending for selection candidates for directorships;
evaluating the independence of directors and director nominees;
reviewing and making recommendations regarding the structure and composition of our board and the board committees;
developing and recommending to the board corporate governance principles and practices;
reviewing and monitoring the Company’s Code of Business Conduct and Ethics; and
overseeing the evaluation of the Company’s management.

Our Corporate Governance and Nominating Committee was established on March 8, 2019 and is comprised of three of our independent directors: Ms. Ng Chung Chi, Ms. Yu Jiaxin and Mr. Li Weilin (Chairperson).

Family Relationships

Mr. Hong Zhida, serving as our president, secretary, treasureran executive officer of the Company, and asMr. Hong Zhiwang, a director and Yu Keying serving as a director. They will initially perform all works in production and organization of our business. We intend to hire employees on an as needed basis.the Company, are brothers. Apart from this, there are no family relationships between any director or executive officer of the Company.

 

Item 11. Executive Compensation

 

The following tables set forth certain information about compensation paid, earned or accrued for services by our Executive Officer for the fiscal years ended March 31, 20182019 and March 31, 2017:2018:

 

Summary Compensation Table

 

Summary
Compensation
Table Name
and
Principal
Position
 Year Salary
($)
 Bonus
($)
 Stock
Awards
($)
 Option
Awards
($)
 Non-Equity Incentive Plan Compensation ($) Non-Qualified Deferred Compensation Earnings
($)
 All Other Compensation ($) Totals
($)
  Year  Salary
($)
  Bonus
($)
  Stock
Awards
($)
  Option
Awards
($)
  Non-Equity
Incentive Plan
Compensation ($)
  Non-Qualified
Deferred
Compensation
Earnings
($)
  All Other
Compensation
($)
  Totals
($)
 
Zhida Hong CEO  2018  $0   0   0   0   0   0   0  $0 
  2017  $0   0   0   0   0   0   0  $0 
Zhida Hong  2019  $0   0   0   0   0   0   0  $0 
CEO  2018  $0   0   0   0   0   0   0  $0 

 

There are no current employment agreements between the Company and its officers.

34

 

Mr. Hong currently devotes approximately 75% per week of his time to manage the affairs of the Company. He has agreed to work with no remuneration until such time as the Company receives significant revenues necessary to provide management salaries. At this time, we cannot accurately estimate when significant revenues will occur to implement this compensation, or what the amount of the compensation will be.

 

Narrative Disclosure to Summary Compensation Table

There are no annuity, pension or retirement benefits proposed to be paid to the officer or director or employees in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by the Company or any of its subsidiaries, if any.

Stock Option Plan

Currently, we do not have an equity incentive plan in place.

Grants of Plan-Based Awards

To date, there have been no grants or plan-based awards.

Outstanding Equity Awards

To date, there have been no outstanding equity awards.

Option Exercises and Stock Vested

To date, there have been no options exercised by our named officers.

Compensation of Directors

Each independent director has entered into an Independent Director Agreement with the Company, pursuant to which Ms. Ng Chung Chi, Ms. Yu Jiaxin and Mr. Li Weilin will receive $88,000, $15,000 and $15,000 per year, respectively, in equal monthly installments of $7,333, $1,250 and $1,250, respectively, at the end of each month.

Pension, Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the board of directors or a committee thereof.

 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

The following table sets forth, as of March 31, 2019, certain information concerning the beneficial ownership of our common stock by (i) each stockholder known by us to own beneficially five percent or more of our outstanding common stock or series a common stock; (ii) each director; (iii) each named executive officer; and (iv) all of our executive officers and directors as a group, and their percentage ownership and voting power. The column entitled “Percentage of Shares Beneficially Owned—Before Offering” is based on a total of 25,346,004 shares of our issued and outstanding common stock. The columns entitled “Percentage of Shares Beneficially Owned — After Offering” also include (i) 1,000,000 shares of common stock outstanding after completion of this offering, assuming the closing of the minimum offering amount, or (ii) 4,000,000 shares of common stock outstanding after completion of this offering, assuming the closing of the maximum offering amount.

The information presented below regarding beneficial ownership of our voting securities has been presented in accordance with the rules of the Securities and Exchange Commission and is not necessarily indicative of ownership for any other purpose. Under these rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares the power to vote or direct the voting of the security or the power to dispose or direct the disposition of the security. A person is deemed to own beneficially any security as to which such person has the right to acquire sole or shared voting or investment power within sixty (60) days through the conversion or exercise of any convertible security, warrant, option, or other right. More than one (1) person may be deemed to be a beneficial owner of the same securities. The percentage of beneficial ownership by any person as of July 6th, 2018 concerninga particular date is calculated by dividing the number of shares beneficially owned by such person, which includes the number of shares as to which such person has the right to acquire voting or investment power within sixty (60) days, by the sum of the number of shares outstanding as of such date. Consequently, the denominator used for calculating such percentage may be different for each beneficial owner. Except as otherwise indicated below and under applicable community property laws, we believe that the beneficial owners of our common stock beneficially owned by: (i) each person (including any group) known to us to own more than five percent (5%) of any class of our voting securities, (ii) our director, and or (iii) our officer. Unless otherwise indicated, the stockholder listed possessesbelow have sole voting and investment power with respect to the shares shown.

 

Name and Address (1) Number of 
Shares 
Beneficially 
Owned
  Percentage 
Ownership of 
Shares of 
Common Stock 
Before the 
Offering
  Percentage 
Ownership of 
Shares of 
Common Stock 
After the 
Offering 
(assuming closing 
of the minimum 
offering amount)
  Percentage 
Ownership of 
Shares of 
Common Stock 
After the Offering 
(assuming closing 
of the maximum 
offering amount)
 
Directors and Officers                
                 
Hong Zhida  1,507,950   5.95%  5.72%  5.14%
                 
Hong Zhiwang  501,171   1.98%  1.90%  1.71%
                 
Huang Chao  25,720   0.1%  0.10%  0.09%
                 
Ng Chung chi  -   -   -   - 
                 
Yu Jiaxin  -   -   -   - 
                 
Li Weilin  -   -   -   - 
                 
All Officers and Directors (six persons)  2,034,841   8.03%  7.72%  6.93%
                 
Owner of more than 5% of Class  -   -   -   - 

(1)Except as otherwise set forth below, the address of each beneficial owner is c/o Addentax Group Corp., Kingkey 100, Block A, Room 5403, Luohu District, Shenzhen City, China 518000.

2035

 

Title of Class 

Name and Address of

Beneficial Owner (1)

 

Amount and Nature of

Beneficial Ownership

  Percent 
Common Stock Hengtian Group Co. Ltd.
Beneficial Owner: Ma Huizhu
Address: Second Floor, The Quadrant, Manglier Street, Vicoria Mahe Seychelles
  119,898,692 shares of common stock (Indirect)   23.65%
Common Stock Hui Lian Group Ltd.
Beneficial Owner: Ma Huijun
Address: Second Floor, The Quadrant, Manglier Street, Vicoria Mahe Seychelles
  167,719,300 shares of common stock (Indirect)   33.09%
Common Stock Hong Zhida
Address: No. 25, Shunjing St., Pingdi Longgang District Shenzhen City China
  30,159,000   5.95%
Common Stock Yu Keying
Address: No. 4, 2nd Lane, East Zone Xinsancun, Buji Street, Longgang, Shenzhen Guangdong China
  3,800,000   0.74%
Common Stock Zeng Shufang
Address:No.2, Second Lane, Rentian Village Fuyong Town, Baoan District, Guangdong Province China
  42,000,000   8.29%
Officers and Directors as a Group    33,959,000   6.70%

The percent of class is based on 506,920,000 shares of common stock issued and outstanding as of the date of this annual report.

 

Item 13. Certain Relationships and Related Transactions

 

During the year ended March 31, 2018,2019, we had not entered into any transactions with our officers or directors, or persons nominated for these positions, beneficial owners of 5% or more of our common stock, or family members of these persons wherein the amount involved in the transaction or a series of similar transactions exceeded the lesser of $120,000 or 1% of the average of our total assets, except as set forth below:

On April 18, 2017, the Company issued a total of 500,000,000 restricted shares of common stock as follows:

Hengtian Group Co., Ltd.: (Beneficial Owner: Ma Huizhu) 215,000,000 shares of common stock;
Hong Zhida (current Chief Executive Officer, President, Secretary, Treasurer and Chairman of the Company): 30,000,000 shares of common stock; and
Hui Lian Group Ltd.: (Beneficial Owner: Ma Huijun) 255,000,000 shares of common stock.

The 500,000,000 shares of common stock were issued pursuant to a Sale & Purchase Agreement (“ S&P ”) for the last three fiscal years.acquisition of 100% of the shares and assets of Yingxi Industrial Chain Group Co., Ltd., a company incorporated under the laws of the Republic of Seychelles. The Company agreed to issue five hundred million (500,000,000) shares of common stock to Yingxi Industrial Chain Group Co., Ltd. to acquire its shares and assets for a cost of US$0.30 per share or a total cost of US$150,000,000.

 

Item 14. Principal Accountant Fees and Services

 

During fiscal yearyears ended March 31, 2019 and 2018, we incurred approximately $82,000 and $76,000, respectively in fees to our principal independent accountants for professional services rendered in connection with the audit of our March 31, 2019 and 2018 financial statements and for the reviews of our financial statements for the quarters ended June 30, 2017, September 30, 2017 and December 31, 2017.during such periods.

 

PART IV

 

Item 15. Exhibits

 

The following exhibits are included as part of this report by reference:

 

31.1Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).
  
31.2Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).
  
32.1Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.

Item 16. 10-K Summary

As permitted, the registrant has elected not to supply a summary of information required by Form 10-K.

 

2136

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1933,1934, the registrant has duly caused this registration statementreport to be signed on its behalf by the undersigned thereuntohereunto duly authorized on July 16th, 2018.authorized.

Date: July 01, 2019

 

 ADDENTAX GROUP CORP.
   
 By:/s/ Hong Zhida
 Name:Hong Zhida
 Title:President, Treasurer,Chief Executive Officer, Secretary and Director
  (Principal Executive, Financial and Accounting Officer)

 

Pursuant to the requirements of the Securities Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities on the dates indicated.

SignatureTitleDate
/s/ Hong ZhidaPresident, Chief Executive Officer and DirectorJuly 01, 2019
Hong Zhida(Principal Executive Officer)
/s/ Huang ChaoChief Financial OfficerJuly 01, 2019
Huang Chao(Principal Financial and Accounting Officer)
/s/ Ng Chung ChiDirectorJuly 01, 2019
Ng Chung Chi
/s/ Yu JiaxinDirectorJuly 01, 2019
Yu Jiaxin
/s/ Li WeilinDirectorJuly 01, 2019
Li Weilin
/s/ Hong ZhiwangDirectorJuly 01, 2019
Hong Zhiwang

2237