UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
☒
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the quarterly period ended: September 30, 2021
☐
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from _____________ to _________________
Commission
File No. 333-206097
ADDENTAX GROUP CORP.
(Exact
name of registrant as specified in its charter)
Nevada
35-2521028
(State
or other jurisdiction of
(I.R.S.
Employer
incorporation
or formation)
Identification
Number)
Kingkey
100, Block A , Room 4805 ,
Luohu District , Shenzhen City , China 518000
(Address
of principal executive offices)
+ (86) 755 86961 405
(Registrant’s
telephone number )
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading
Symbol(s)
Name
of each exchange on which registered
Common
Stock
ATXG
OTC
Markets
Indicate
by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
☒
Yes ☐ No
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).
☒
Yes ☐ No
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”
and “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer ☐
Accelerated
filer ☐
Non-accelerated filer ☒
Smaller
reporting company ☒
Emerging
growth ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒
No
As
of November 19, 2021, there were 26,093,004 shares outstanding of the registrant’s common stock.
TABLE
OF CONTENTS
PART I – FINANCIAL INFORMATION
Item
1.
Financial Statements (Unaudited)
F-1
Item
2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
3
Item
3.
Quantitative and Qualitative Disclosures About Market Risk
17
Item
4.
Controls and Procedures
17
PART II – OTHER INFORMATION
Item
1.
Legal Proceedings
18
Item
1A.
Risk Factors
18
Item
2.
Unregistered Sales of Equity Securities and Use of Proceeds
18
Item
3.
Defaults Upon Senior Securities
18
Item
4.
Mine Safety Disclosures
18
Item
5.
Other Information
18
Item
6.
Exhibits
18
2
PART
I – FINANCIAL INFORMATION
Item
1. Financial Statements and Supplementary Data
ADDENTAX
GROUP CORP.
FINANCIAL
STATEMENTS
For
the six months ended September 30, 2021 and 2020
TABLE
OF CONTENTS
Condensed Consolidated Balance sheets as of September 30, 2021 and March 31, 2021 (unaudited)
F-2
Condensed Consolidated Statements of Income and Comprehensive Income for the Six months ended September 30, 2021 and 2020 (unaudited)
F-3
Condensed Consolidated Statements of Changes in Equity for the six months ended September 30, 2021 and 2020 (unaudited)
F-4
Condensed Consolidated Statements of Cash Flows for the six months ended September 30, 2021 and 2020 (unaudited)
F-5
Notes to Condensed Consolidated Financial Statements for the six months ended September 30, 2021 and 2020 (unaudited)
F-6
– F-14
F- 1
ADDENTAX
GROUP CORP. AND SUBSIDIARIES
UNAUDITED
CONDENSED CONSOLIDATED BALANCE SHEETS
(In
U.S. Dollars, except share data or otherwise stated)
(UNAUDITED)
September 30, 2021
March 31, 2021
ASSETS
CURRENT ASSETS
Cash and cash equivalents
$ 710,669
$ 1,845,077
Accounts receivables, net
1,540,962
4,757,518
Inventories
300,806
270,434
Prepayments and other receivables
580,159
684,161
Advances to suppliers
1,469,698
355,454
Amount due from related party
698,861
84,838
Total current assets
5,301,155
7,997,482
NON-CURRENT ASSETS
Plant and equipment, net
859,498
793,977
Long-term prepayments
16,126
-
Operating lease right of use asset
8,209,872
9,632,625
Total non-current assets
9,085,496
10,426,602
TOTAL ASSETS
$ 14,386,651
$ 18,424,084
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Short-term loan
$ 155,120
$ 152,607
Accounts payable
1,320,116
3,121,373
Amount due to related parties
3,924,511
4,913,964
Advances from customers
55,337
3,029
Accrued expenses and other payables
726,366
681,984
Operating lease liability current portion
3,728,507
3,555,458
Total current liabilities
9,909,957
12,428,415
NON-CURRENT LIABILITIES
Operating lease liability
4,481,366
6,077,167
TOTAL LIABILITIES
$ 14,391,323
$ 18,505,582
EQUITY ( deficit )
Common stock ($ 0.001 par value, 50,000,000 shares authorized, 26,693,004 shares issued and outstanding at September 30, 2021 and March 31, 2021)
$ 26,693
$ 26,693
Additional paid-in capital
6,815,333
6,815,333
Accumulated Deficit
( 6,723,260 )
( 6,834,228 )
Statutory reserve
13,821
13,821
Accumulated other comprehensive loss
( 137,259 )
( 103,117 )
Total deficit
( 4,672 )
( 81,498 )
TOTAL LIABILITIES AND EQUITY
$ 14,386,651
$ 18,424,084
See
accompany notes to the unaudited condensed consolidated financial statements.
F- 2
ADDENTAX
GROUP CORP. AND SUBSIDIARIES
UNAUDITED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(In
U.S. Dollars, except share data or otherwise stated)
2021
2020
2021
2020
Three months ended
September 30,
Six months ended
September 30,
2021
2020
2021
2020
REVENUES
$ 2,757,832
$ 11,684,297
$ 7,044,263
$ 17,602,512
COST OF REVENUES
( 2,287,407 )
( 14,705,387 )
( 5,990,433 )
( 19,825,963 )
GROSS PROFIT (LOSS)
470,425
( 3,021,090 )
1,053,830
( 2,223,451 )
OPERATING EXPENSES
Selling and marketing
( 45,802 )
( 5,789 )
( 92,192 )
( 159,033 )
General and administrative
( 462,886 )
( 466,042 )
( 923,201 )
( 922,005 )
Total operating expenses
( 508,688 )
( 471,831 )
( 1,015,393 )
( 1,081,038 )
(LOSS) INCOME FROM OPERATIONS
( 38,263 )
( 3,492,921 )
38,437
( 3,304,489 )
Interest income
96
4
2,063
15
Interest expenses
( 617 )
( 1,026 )
( 2,849 )
( 5,955 )
Other income (expense), net
75,764
37,471
89,001
61,216
INCOME (LOSS) BEFORE INCOME TAX EXPENSE
36,980
( 3,456,472 )
126,652
( 3,249,213 )
INCOME TAX EXPENSE
( 4,959 )
( 4,053 )
( 15,684 )
( 7,412 )
NET INCOME (LOSS)
32,021
( 3,460,525 )
110,968
( 3,256,625 )
Foreign currency translation loss
( 3,626 )
( 83,696 )
( 34,142 )
( 88,151 )
TOTAL COMPREHENSIVE INCOME (LOSS)
$ 28,395
$ ( 3,544,221 )
$ 76,826
$ ( 3,344,776 )
EARNINGS (LOSS) PER SHARE
Basic and diluted
0.00
( 0.14 )
0.00
( 0.13 )
Weighted average number of shares outstanding – Basic and diluted
26,405,333
25,521,529
26,405,333
25,521 ,529
See
accompany notes to the unaudited condensed consolidated financial statements.
F- 3
ADDENTAX
GROUP CORP. AND SUBSIDIARIES
UNAUDITED
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(In
U.S. Dollars, except share data or otherwise stated)
Common Stock
Additional
Retained earnings (accumulated
deficit)
Accumulated other
Shares
Amount
paid-in
capital
Unrestricted
Statutory reserve
comprehensive loss
Total Equity
BALANCE AT JUNE 30, 2020
25,346,004
$ 25,346
$ 61,050
$ ( 3,029,222 )
$ 23,514
$ 52,033
$ ( 2,867,279 )
Paid in capital
747,000
747
3,734,253
3,734,253
Foreign currency translation
-
-
-
-
-
( 83,696 )
( 83,696 )
Net income for the period
-
-
-
( 3,460,525 )
-
-
( 3,460,525 )
BALANCE AT SEPTEMBER 30, 2020
26,093,004
$ 26,093
$ 3,795,303
$ ( 6,489,747 )
$ 23,514
$ ( 31,663 )
$ ( 2,676,500 )
BALANCE AT JUNE 30, 2021
26,693,004
$ 26,093
$ 6,815,333
$ ( 6,755,281 )
$ 13,821
$ ( 133,633 )
$ ( 33,067 )
Foreign currency translation
-
-
-
-
( 3,626 )
( 3,626 )
Net income for the period
-
-
32,021
-
32,021
BALANCE AT SEPTEMBER 30, 2021
26,693,004
$ 26,693
$ 6,815,333
$ ( 6,723,260 )
$ 13,821
$ ( 137,259 )
$ ( 4,672 )
BALANCE AT MARCH 31, 2020
25,346,004
$ 25,346
$ 61,050
( 3,233,122 )
23,514
56,488
( 3,066,724 )
Paid in capital
747,000
747
3,734,253
-
-
-
3,735,000
Foreign currency translation
-
-
-
-
-
( 88,151 )
( 88,151 )
Net income for the period
-
-
-
( 3,256,625 )
-
-
( 3,256,625 )
BALANCE AT SEPTEMBER 30, 2020
26,093,004
26,093
3,795,303
( 6,489,747 )
23,514
( 31,663 )
( 2,676,500 )
BALANCE AT MARCH 31, 2021
26,693,004
$ 26,693
$ 6,815,333
$ ( 6,834,228 )
$ 13,821
$ ( 103,117 )
$ ( 81,498 )
Foreign currency translation
-
-
-
-
-
( 34,142 )
( 34,142 )
Net income for the period
-
-
-
110,968
-
-
110,968
BALANCE AT SEPTEMBER 30, 2021
26,693,004
$ 26,693
$ 6,815,333
$ ( 6,723,260 )
$ 13,821
$ ( 137,259 )
$ ( 4,672 )
See
accompany notes to the unaudited condensed consolidated financial statements.
F- 4
ADDENTAX
GROUP CORP. AND SUBSIDIARIES
UNAUDITED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In
U.S. Dollars, except share data or otherwise stated)
2021
2020
Six Months Ended September 30
2021
2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)
$ 110,968
$ ( 3,256,625 )
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation
71,398
78,079
Loss on disposal of plant and equipment
-
32,988
Changes in operating assets and liabilities
Accounts receivable
3,216,556
3,161,329
Inventories
( 30,372 )
( 287,370 )
Advances to suppliers
( 1,114,244 )
( 327,859 )
Other receivables
( 399,257 )
16,408
Accounts payables
( 1,801,257 )
( 2,500,432 )
Accrued expenses and other payables
44,382
( 16,614 )
Advances from customers
52,308
37,541
Net cash provided by (used in) operating activities
$ 150,482
$ ( 3,062,555 )
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of plant and equipment and other assets
( 142,922 )
( 400,585 )
Proceeds from sale of property and equipment
-
21,192
Net cash used in investing activities
$ ( 142,922 )
$ ( 379,393 )
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stocks
-
3,735,000
Proceeds from related party borrowings
1,623,725
6,079,859
Repayment of related party borrowings
( 2,762,272 )
( 5,621,945 )
Proceeds from bank borrowings
-
86,886
Repayment of bank borrowings
-
( 205,850 )
Net cash (used in) provided by financing activities
$ ( 1,138,547 )
$ 4,073,950
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
( 1,130,987 )
632,002
Effect of exchange rate changes on cash and cash equivalents
( 3,421 )
14,711
Cash and cash equivalents, beginning of the period
1,845,077
531,681
CASH AND CASH EQUIVALENTS, END OF THE PERIOD
$ 710,669
$ 1,178,394
Supplemental disclosure of cash flow information:
Cash paid during the year for interest
$ 1,935
$ 4,441
Cash paid during the year for income tax
$ 15,684
$ 7,412
Supplemental disclosure of non-cash investing and financing activities:
Right-of-use assets obtained in exchange for operating lease obligations
$ 345,847
$ 28,865
See
accompany notes to the unaudited condensed consolidated financial statements.
F- 5
ADDENTAX
GROUP CORP. AND SUBSIDIARIES
NOTES
TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1.
ORGANIZATION
AND BUSINESS ACQUISITIONS
ATXG
and its subsidiaries (the “Company”) are engaged in the business of garments manufacturing, providing logistic services,
property leasing and management service in the People’s Republic of China (“PRC” or “China”) and epidemic
prevention supplies manufacturing and distribution both in China and overseas markets.
2.
BASIS
OF PRESENTATION
In
the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments of a normal recurring nature
that are necessary for a fair presentation of the results for the interim periods presented. All significant intercompany transactions
and balances are eliminated in consolidation. However, the results of operations included in such financial statements may not necessary
be indicative of annual results.
The
Company uses the same accounting policies in preparing quarterly and annual financial statements. Certain information and footnote disclosures
normally included in the annual consolidated financial statements prepared in accordance with accounting principles generally accepted
in the United States of America (“U.S. GAAP”) have been condensed or omitted. These unaudited condensed consolidated financial
statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included
in the Company’s Annual Report on Form 10-K for the year ended March 31, 2021 filed with the Securities and Exchange Commission
(“SEC”) on June 29, 2021 (“2020 Form 10-K.”).
GOING
CONCERN UNCERTAINTY
The
accompanying unaudited condensed 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.
F- 6
The
Company incurred net income of $ 32,021 and net loss of $ 3,460,525 for the three months ended September 30, 2021 and 2020, respectively,
and net income of $ 110,968 and net loss of $ 3,256,626 for the six months ended September 30, 2021 and 2020, respectively. As of September
30, 2021 and March 31, 2021, the Company had net current liability of $ 4,608,802 and $ 4,430,933 , respectively, and a deficit on total
equity of $ 4,672 and $ 81,498 , respectively. These conditions raise substantial doubt about the Company’s ability to continue as
a going concern.
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. During 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.
3.
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
Use
of Estimates
The
preparation of the consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated
financial statements and the reported amounts of revenues and expenses during the reporting periods. Management makes these estimates
using the best information available at the time the estimates are made; however actual results could differ materially from those estimates.
There
is no change on the accounting policies for the three months ended September 30, 2021.
Recently
issued accounting pronouncements
In
June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on
Financial Instruments. This standard requires a financial asset (or group of financial assets) measured at amortized cost basis to be
presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the
amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial
asset. This standard will be effective for the Company on April 1, 2023. The Company is currently evaluating the impact the adoption
of this ASU will have on its consolidated financial statements.
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.
F- 7
4.
RELATED
PARTY TRANSACTIONS
SCHEDULE OF RELATED PARTIES
Name
of Related Parties
Relationship
with the Company
Zhida
Hong
President,
CEO, and a director of the Company
Zhongpeng
Chen
A
legal representative of HPF, became not a related party when HPF was disposed of in November, 2020
Bihua
Yang
A
legal representative of XKJ
Zhiyong Zhou
General Manager of XKJ
Dewu
Huang
A
legal representative of YBY
Jinlong
Huang
A
spouse of legal representative of HSW
The
Company leases Shenzhen XKJ office rent-free from Bihua Yang.
The
Company had the following related party balances as of September 30, 2021 and March 31, 2021:
SCHEDULE OF RELATED PARTIES TRANSACTION
Amount due from related party
September 30, 2021
March 31, 2021
Hongye Financial Consulting (Shenzhen) Co., Ltd.
$ 195,602
$ 84,838
Zhiyong Zhou (1)
503,259
-
$ 698,861
$ 84,838
Related party borrowings
September 30, 2021
March 31, 2021
Zhida Hong (2)
$ 3,405,707
$ 3,727,371
Bihua Yang (3)
361,454
370,523
Dewu Huang (4)
16,811
712,064
Jinlong Huang
140,539
104,006
$ 3,924,511
$ 4,913,964
(1)
Being cash advance to Zhiyong Zhou to pay for daily operating
expenditures of XKJ.
(2)
The
decrease was due to net repayment of debt due to Zhida Hong. During the three and six months ended September 30, 2021, the Company
received financial support of $ 0.04 million and 0.24 million from Zhida Hong and repaid $ 0.4 million and $ 0.6 million of debts due
to him.
(3)
Being
financial support from Bihua Yang for XKJ’s daily operation.
(4)
The
decrease was due to net repayment of debt due to Dewu Huang. During the six months ended September 30, 2021, the company received
interest free advanced loan as financial support of approximately $ 1.3
million from Dewu Huang
and repaid approximately $ 2.0
million of debts due to
him. The related party debt was additional financial support provided by Dewu Huang for YBY’s daily operation.
The
borrowing balances with related parties are unsecured, non-interest bearing and repayable on demand.
5.
INVENTORIES
Inventories
consist of the following as of September 30, 2021 and March 31, 2021:
SCHEDULE OF INVENTORIES
September 30, 2021
March 31, 2021
Raw materials
$ 257,428
$ 234,870
Work in progress
13,874
-
Finished goods
29,504
35,564
Total inventories
$ 300,806
$ 270,434
There
is no inventory write-off for the three and six months ended September 30, 2021 and 2020.
F- 8
6.
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.
7.
PREPAYMENTS
AND OTHER RECEIVABLES
Prepayments
and other receivables consist of the following as of September 30, 2021 and March 31, 2021:
SCHEDULE OF PREPAYMENTS AND OTHER RECEIVABLES
September 30, 2021
March 31, 2021
Prepayment
477,334
-
Deposit
48,634
155,830
Receivable of consideration on disposal of subsidiaries
264,290
258,929
Other receivables
293,160
269,402
Prepayments and other receivables
$ 1,083,418
$ 684,161
8.
PROPERTY,
PLANT AND EQUIPMENT
Property,
plant and equipment consists of the following as of September 30, 2021 and March 31, 2021:
SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT
September 30, 2021
March 31, 2021
Production plant
$ 72,821
$ 71,642
Motor vehicles
1,139,978
1,020,893
Office equipment
27,730
14,073
1,240,529
1,106,608
Less: accumulated depreciation
( 381,031 )
( 312,631 )
Plant and equipment, net
$ 859,498
$ 793,977
F- 9
Depreciation
expense for the three and six months ended September 30, 2021 and 2020 was $ 42,008 and $ 27,686 , $ 71,397 and $ 51,159 , respectively.
9.
SHORT-TERM
BANK LOAN
In
August 2019, HSW entered into a facility agreement with Agricultural Bank of China and obtained a line of credit, which allows the Company
to borrow up to approximately $ 153,172 (RMB 1,000,000 ) for daily operations. The loans are guaranteed at no cost by the legal representative
of HSW. As of September 30, 2021, the Company has borrowed $ 155,120 (RMB 1,000,000 ) (March 31, 2021: $ 152,607 ) under this line of credit
with various annual interest rates from 4.84 % to 4.9 %. The outstanding loan balance was due on September 30, 2021. The Company is still
negotiating with the bank on renewal of the loan facility. Before renewal, the Company is paying additional 2.22 % as penalty interest.
10.
INCOME
TAXES
(a)
Enterprise
Income Tax (“EIT”)
The
Company operates in the PRC and files tax returns in the PRC jurisdictions.
Yingxi
Industrial Chain Group Co., Ltd was incorporated in the Republic of Seychelles and, under the current laws of the British Virgin Islands,
is not subject to income taxes.
Yingxi
HK was incorporated in Hong Kong and is subject to Hong Kong income tax at a progressive rate of 16.5 %. No provision for income taxes
in Hong Kong has been made as Yingxi HK had no taxable income for the three and six months ended September 30, 2021 and 2020.
YX
were incorporated in the PRC and is subject to the EIT tax rate of 25 %. No provision for income taxes in the PRC has been made as YX
had no taxable income for the three and six months ended September 30, 2021 and 2020.
The
Company is governed by the Income Tax Laws of the PRC. All Yingxi’s operating companies were subject to progressive EIT rates from
5 % to 15 % in 2021 and 2020. The preferential tax rate will be expired at end of year 2022 and the EIT rate will be 25% from year 2023 .
The
Company’s parent entity, Addentax Group Corp. is a U.S entity and is subject to the United States federal income tax. No provision
for income taxes in the United States has been made as Addentax Group Corp. had no United States taxable income for the three and six
months ended September 30, 2021 and 2020.
F- 10
The
reconciliation of income taxes computed at the PRC statutory tax rate applicable to the PRC, to income tax expenses are as follows:
SCHEDULE OF RECONCILIATION OF INCOME TAXES
Three months ended
Six months ended
September 30,
September 30,
2021
2020
2021
2020
PRC statutory tax rate
25 %
25 %
25 %
25 %
Computed expected benefits (expense)
9,245
( 864,118 )
31,663
( 812,304 )
Temporary differences
( 17,388 )
829,401
( 56,847 )
725,469
Permanent difference
( 1,230 )
-
248
-
Changes in valuation allowance
14,332
38,770
40,620
94,247
Income tax expense
$ 4,959
$ 4,053
15,684
7,412
(b)
Value
Added Tax (“VAT”)
In
accordance with the relevant taxation laws in the PRC, the normal VAT rate for domestic sales is 13 %, which is levied on the invoiced
value of sales and is payable by the purchaser. The subsidiaries HSW, DT and YS enjoyed preferential VAT rate of 13 %. The Companies are
required to remit the VAT they collect to the tax authority. A credit is available whereby VAT paid on purchases can be used to offset
the VAT due on sales.
For
services, the applicable VAT rate is 9 % under the relevant tax category for logistic company, except the branch of HPF enjoyed the preferential
VAT rate of 3 % in 2021 and 2020. 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.
11.
CONSOLIDATED
SEGMENT DATA
Segment
information is consistent with how chief operating decision maker reviews the businesses, makes investing and resource allocation decisions
and assesses operating performance. The segment data presented reflects this segment structure. The Company reports financial and operating
information in the following four segments:
(a)
Garment
manufacturing . Including manufacturing and distribution of garments;
(b)
Logistics
services . Providing logistic services; and
(c)
Epidemic
prevention supplies . Including manufacturing, distribution and trading of epidemic prevention supplies.
(d)
Property
management and subleasing. Providing shops subleasing and property management services for garment wholesalers and retailers
in garment market.
The
Company also provides general corporate services to its segments and these costs are reported as “Corporate and others”.
Selected
information in the segment structure is presented in the following tables:
SCHEDULE OF SEGMENT REPORTING INFORMATION, BY SEGMENT
F- 11
Garment
Logistics Services
Property management and leasing
Epidemic prevention supplies
Corporate and other
Totals
Revenue from external customers
2,462,532
2,425,402
2,156,329
-
-
7,044,263
Intersegment revenue
2,415
-
-
-
-
2,415
Interest income
1,886
33
128
-
4
2,051
Interest expense
2,231
285
245
-
88
2,849
Depreciation and amortization
2,805
55,620
11,484
1,488
-
71,397
Operating income (loss)
124,748
110,109
33,091
-
( 229,511 )
38,437
Segment assets
1,802,162
2,608,999
8,547,438
101,885
1,326,167
14,386,651
Expenditures for segment assets
-
115,359
27,563
-
-
142,922
Geographical
Information
The
Company operates predominantly in China. In presenting information on the basis of geographical location, revenue is based on the geographical
location of customers and long-lived assets are based on the geographical location of the assets.
Geographic
Information
SCHEDULE OF REVENUE AND LONG-LIVED ASSETS, BY GEOGRAPHICAL LOCATION
Three
months ended
September 30,
Six
months ended
September 30,
2021
2020
2021
2020
Revenues
United
States
-
2,852,972
-
11,602,972
China
2,757,832
8,831,325
7,044,263
5,999,540
Total
2,757,832
11,684,297
7,044,263
17,602,512
September
30, 2021
March
31, 2020
Long-Lived
Assets
China
9,085,496
10,426,602
F- 12
12.
LEASE
RIGHT-OF-USE ASSET AND LEASE LIABILITIES
The
Company recognized right-of-use asset as well as lease liability according to the ASC 842, Leases (with the exception of short-term leases).
Lease liabilities are measured at present value of the sum of remaining rental payments as of September 30, 2021, with discounted rate
of 4.75 %. A single lease cost is recognized over the lease term on a generally straight-line basis. All cash payments of operating lease
cost are classified within operating activities in the statement of cash flows.
The
Company leases its head office. The lease period is 5 years with an option to extend the lease. The Company leases its plant and dormitory
for 4.5 years with an option to extend the lease. The Company leased several floors in a commercial building for its sublease business
for 3 years with an option to extend the lease.
The
Following table summarizes the components of lease expense:
SCHEDULE OF COMPONENTS OF LEASE EXPENSE
2021
2020
2021
2020
Three months ended
September 30,
Six months ended
September 30,
2021
2020
2021
2020
Operating lease cost
975,894
113,015
1,910,560
224,721
Short-term lease cost
41,883
-
62,785
-
Lease
cost
$ 1,017,777
$ 113,015
1,973,345
224,721
The
following table summarizes supplemental information related to leases:
SCHEDULE OF SUPPLEMENTAL INFORMATION RELATED TO LEASES
Three months ended
September 30,
Six months ended
September 30,
2021
2020
2021
2020
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flow from operating leases
$ 1,017,777
$ 113,015
1,973,345
224,721
Right-of-use assets obtained in exchange for new operating leases liabilities
167,658
28,865
345,847
28,865
Weighted average remaining lease term - Operating leases (years)
2.3
3.8
2.3
3.8
Weighted average discount rate - Operating leases
4.75 %
4.35 %
4.75 %
4.35 %
The
following table summarizes the maturity of operating lease liabilities:
SCHEDULE OF MATURITY OF OPERATING LEASE LIABILITIES
Years ending September 30
Lease cost
2022
$ 3,905,611
2023
3,899,207
2024
1,066,355
Total lease payments
8,871,173
Less: Interest
( 661,300 )
Total
$ 8,209,873
13. RISKS AND UNCERTAINTIES
(a)
Economic and Political Risks
The Company’s operations are conducted
in the PRC. Accordingly, the Company’s business, financial condition and results of operations may be influenced by the political,
economic and legal environment in the PRC, and by the general state of the PRC economy.
The Company’s operations in the PRC
are subject to special considerations and significant risks not typically associated with companies in North America and Western Europe.
These include risks associated with, among others, the political, economic and legal environment and foreign currency exchange. The Company’s
results may be adversely affected by changes in the political and social conditions in the PRC, and by changes in governmental policies
with respect to laws and regulations, anti-inflationary measures, currency conversion, remittances abroad, and rates and methods of taxation.
(b)
Foreign Currency Translation
The Company’s reporting currency
is the U.S. dollar. The functional currency of the parent company is the U.S. dollar and the functional currency of the Company’s
operating subsidiaries is the Chinese Renminbi (“RMB”). For the subsidiaries whose functional currencies are the RMB, all
assets and liabilities are translated at exchange rates at the balance sheet date, which was 6.447 and 6.553 as of September 30, 2021
and March 31, 2021, respectively. Revenue and expenses are translated at the average yearly exchange rates, which was 6.466 and 6.779
for the six months ended September 30, 2021 and 2020, respectively. Equity is translated at historical exchange rates. Any translation
adjustments resulting are not included in determining net income but are included in foreign exchange adjustments to other comprehensive
loss, a component of equity.
(c)
Concentration Risks
The followings are the percentages of accounts
receivable balance of the top customers over accounts receivable for each segment as of September 30, 2021 and March 31, 2021.
SCHEDULE OF CONCENTRATION OF RISK BY CUSTOMERS
F- 13
Garment
manufacturing segment
September 30, 2021
March 31, 2021
Customer A
86.0 %
98.4 %
Customer B
14.0 %
1.6 %
The
high concentration as of September 30, 2021 was mainly due to business development of a large distributor of garments.
Logistics
services segment
September 30, 2021
March 31, 2021
Customer A
15.1 %
16.6 %
Customer B
8.1 %
12.7 %
Customer C
6.8 %
5.5 %
Customer D
6.1 %
Nil %
Customer E
5.7 %
1.8 %
Property
management and subleasing
SCHEDULE OF PROPERTY MANAGEMENT AND SUBLEASING
September 30, 2021
March 31, 2021
Customer A
100 %
-
Epidemic
prevention supplies segment
No
accounts receivables in this segment.
For
the three and six months ended September 30, 2021, one customer from garment segment provided more than 10 % of total revenue of the Company,
represented 14.0 % of total revenue of the Company for the three months and 34.5 % for the six months. For the three and six months ended
September 30, 2020, one customer from garment segment and one customer from epidemic prevention supplies segment provided more than 10 %
of total revenue of the Company.
The high concentration in three months
ended September 30, 2021 was mainly due to concentration of distributors in trading of epidemic prevention supplies. Management believes
that should the Company lose any one of its major customers, it was able to sell similar products to other customers.
The following tables summarized the purchases
from five largest suppliers of each of the reportable segment for the three and six months ended September 30, 2021 and 2020.
SCHEDULE OF INVENTORY PURCHASES FROM SUPPLIERS
Three months ended
Six months ended
September 30,
September 30,
2021
2020
2021
2020
Garment manufacturing segment
100.0
%
99.6
%
99.8
%
97.2
%
Logistics services segment
100.0
%
96.3
%
90.4
%
93.2
%
Property management and subleasing
100.0
%
Nil
%
100.0
%
Nil
%
Epidemic prevention supplies
Nil
%
100.0
%
Nil
%
100
%
(d)
Interest Rate Risk
The Company’s exposure to interest
rate risk primarily relates to the interest expenses on our outstanding bank borrowings and the interest income generated by cash invested
in cash deposits and liquid investments. As of September 30, 2021, the total outstanding borrowings amounted to $ 155,120 (RMB 1,000,000 )
with various interest rate from 4.84 % to 6.96 % p.a. (Note 10)
(e)
COVID-19
The Coronavirus Disease (COVID-19) outbreak
and the measures taken to contain the spread of the pandemic have created a high level of uncertainty to global economic prospects and
this has impacted the Company’s operations and its financial performance in the last three quarters of the financial year and subsequent
to the financial year end.
As the situation continues to evolve with
significant level of uncertainty, the Company is unable to reasonably estimate the full financial impact of the COVID-19 outbreak. The
Company is monitoring the situation closely and to mitigate the financial impact, it is conscientiously managing its cost by adopting
an operating cost reduction strategy and conserving liquidity by working with major creditors to align repayment obligations with receivable
collections.
F- 14
Item
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The
following discussion and analysis of our financial condition and results of operations for the three and six months ended September
30, 2021 and 2020 should be read in conjunction with the Financial Statements and corresponding notes included in this Report on Form
10-Q. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as
our plans, objectives, expectations, and intentions. Actual results and the timing of events could differ materially from those anticipated
in these forward-looking statements as a result of a number of factors, including those set forth under the Risk Factors and Special
Note Regarding Forward-Looking Statements in this report. We use words such as “anticipate,” “estimate,” “plan,”
“project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,”
“may,” “will,” “should,” “could,” “target”, “forecast” and similar
expressions to identify forward-looking statements.
Overview
Our
Business
We
are a garment manufacturer and logistics services provider based in China. We are listed on the OTCQB under the symbol of “ATXG”.
We classify our businesses into four segments: Garment manufacturing, Logistics services, Property management and subleasing, and Epidemic
prevention supplies.
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 five wholly owned subsidiaries, namely Dongguan Heng Sheng Wei Garments Co., Ltd (“HSW”), Shantou Chenghai Dai Tou
Garments Co., Ltd (“DT”), Dongguan Yushang Clothing Co., Ltd (“YS”), and Shantou Yi Bai Yi Garments Co., Ltd
(“YBY”) which are located in the Guangdong province, China. In October 2020, the Company disposed of DT to a third party
at fair value, which was also its carrying value as of September 30, 2020.
Our
logistic business consists of delivery and courier services covering approximately 79 cities in approximately seven provinces and two
municipalities in China. Although we have our own motor vehicles and drivers, we currently outsource some of the business to our contractors.
We believe outsourcing allows us to maximize our capacity and maintain flexibility while reducing capital expenditures and the costs
of keeping drivers during slow seasons. We conduct our logistics services operations through four wholly owned subsidiaries, namely Shenzhen
Xin Kuai Jie Transportation Co., Ltd (“XKJ”), Shenzhen Yingxi Peng Fa Logistic Co., Ltd., which was incorporated in November
2020, and Shenzhen Hua Peng Fa Logistic Co., Ltd (“HPF”), Shenzhen Yingxi Tongda Logistic Co., Ltd (“TD”), which
are located in the Guangdong province, China. In November 2020, the Company disposed of HPF to a third party at fair value, which
was also its carrying value as of November 30, 2020.
The
business operations, customers and suppliers of DT and HPF were retained by the Company; therefore, the disposition of the two subsidiaries
did not qualify as discontinued operations.
Our
property management and subleasing provides shops subleasing and property management services for garment wholesalers and retailers in
garment market. We conduct our property management and subleasing operation through a wholly owned subsidiary, namely Dongguan Yingxi
Daying Commercial Co., Ltd (“DY”).
Our
epidemic prevention supplies business consists of manufacturing and distribution of epidemic prevention products and resale of epidemic
prevention supplies purchased from third party in both domestic and overseas markets. We conduct our manufacturing of the epidemic prevention
products in Dongguan Yushang Clothing Co., Ltd (“YS”). We conduct the trading of epidemic prevention suppliers through Addentax
Group Corp. (“ATXG”) and Shenzhen Qianhai Yingxi Industrial Chain Services Co., Ltd (“YX”), a wholly owned subsidiary
of the Company.
3
Business
Objectives
Garment
Manufacturing Business
We
believe the strength of our garment manufacturing business is mainly due to our consistent emphasis on exceptional quality and timely
delivery of our products. The primary business objective for our garment manufacturing segment is to expand our customer base and improve
our profit.
Logistics
Services Business
The
business objective and future plan for our logistics services segment is to establish an efficient logistic system and to build a nationwide
delivery and courier network in China. As of September 30, 2021, we provide logistics services to over 79 cities in approximately seven
provinces and two municipalities. We expect to develop an additional 20 logistics points in existing serving cities and improve the Company’s
profit in the year end of 2021.
Property
Management and Subleasing Business
The
business objective of our property management and subleasing segment is to integrate resources in shopping mall, develop e-commerce bases
and the Internet celebrity economy together to drive to increase the value of the stores in the area. The short-term goal for the year
is to increase the occupancy rate of stores in the mall to more than 70%.
Epidemic
Prevention Supplies Business
The
primary objective of our epidemic prevention supplies business is to take the advantage of our resource in supply chain from the garment
manufacturing business segment to facilitate and maximize the production, distribution and resale of epidemic prevention supplies, in
order to increase our revenue base and improve our net profit.
Seasonality
of Business
Our
business is affected by seasonal trends, with higher levels of garment sales in our second and third quarters and higher logistics services
revenue in our third and fourth quarters. These trends primarily result from the timing of seasonal garment manufacturing shipments and
holiday periods in the logistics services 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 their acknowledgement of receipt
of goods.
Logistics
services business
For
logistics services, we generally receive payments from the customers between 30 to 90 days following the date of the registration of
our receipt of packages.
Property
management and subleasing business
For
property management and subleasing business, we generally collect rental and management fees of the following month each month in advance.
Epidemic
prevention supplies business
For
Epidemic prevention supplies business, we generally receive payment from the customers within 30 days following the delivery of finished
goods. We would also give our long-term customers with a 12 months long credit term policy to maintain a good business relationship.
4
Economic
Uncertainty
Our
business is dependent on consumer demand for our products and services. We believe that the significant uncertainty in the economy in
China has increased our clients’ sensitivity to the cost of our products and services. We have experienced continued pricing pressure.
If the economic environment becomes weak, the economic conditions could have a negative impact on our sales growth and operating margins,
cash position and collection of accounts receivable. Additionally, business credit and liquidity have tightened in China. Some of our
suppliers and customers may face credit issues and could experience cash flow problems and other financial hardships. These factors currently
have not had an impact on the timeliness of receivable collections from our customers. We cannot predict at this time how this situation
will develop and whether accounts receivable may need to be allowed for or written off in the coming quarters.
Despite
the various risks and uncertainties associated with the current economy in China, we believe our core strengths will continue to allow
us to execute our strategy for long-term sustainable growth in revenue, net income and operating cash flow.
Summary
of Critical Accounting Policies
We
have identified critical accounting policies that, as a result of judgments, uncertainties, uniqueness and complexities of the underlying
accounting standards and operation involved could result in material changes to our financial position or results of operations under
different conditions or using different assumptions.
Estimates
and Assumptions
We
regularly evaluate the accounting estimates that we use to prepare our financial statements. In general, management’s estimates
are based on historical experience, on information from third party professionals, and on various other assumptions that are believed
to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.
Revenue
Recognition
Revenue
is generated through sale of goods and delivery services. Revenue is recognized when a customer obtains control of promised goods or
services and is recognized in an amount that reflects the consideration that the Company expects to receive in exchange for those goods
or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising
from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive
in exchange for those goods and services. The Company applies the following five-step model in order to determine this amount:
(i)
identification
of the promised goods and services in the contract;
(ii)
determination
of whether the promised goods and services are performance obligations, including whether they are distinct in the context of the
contract;
(iii)
measurement
of the transaction price, including the constraint on variable consideration;
(iv)
allocation
of the transaction price to the performance obligations; and
(v)
recognition
of revenue when (or as) the Company satisfies each performance obligation.
5
The
Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled
to in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of ASC 606
at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which
of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price that is allocated
to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Generally, the Company’s
performance obligations are transferred to customers at a point in time, typically upon delivery.
For
all reporting periods, the Company has not disclosed the value of unsatisfied performance obligations for all product and service revenue
contracts with an original expected length of one year or less, which is an optional exemption that is permitted under the adopted rules.
Leases
Lessee
The
Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”)
assets, other current liabilities, and operating lease liabilities in our consolidated balance sheets. Finance leases are included in
property and equipment, other current liabilities, and other long-term liabilities in the consolidated balance sheets.
ROU
assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease
payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present
value of lease payments over the lease term. As most of the leases do not provide an implicit rate, The Company generally use the incremental
borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement
date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Lease expense for lease payments
is recognized on a straight-line basis over the lease term.
Lessor
As
a lessor, the Company’s leases are classified as operating leases under ASC 842. Leases, in which the Company is the lessor,
are substantially all accounted for as operating leases and the lease components and non-lease components are accounted for
separately. Rental income from operating leases is recognized on a straight line basis over the term of the relevant lease. Initial
direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and
recognized on a straight line basis over the lease term.
Recently
issued accounting pronouncements
In
June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on
Financial Instruments. This standard requires a financial asset (or group of financial assets) measured at amortized cost basis to be
presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the
amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial
asset. This standard will be effective for the Company on April 1, 2023. The Company is currently evaluating the impact the adoption
of this ASU will have on its consolidated financial statements.
The
Company reviews new accounting standards as issued. Management has not identified any other new standards that it believes will have
a significant impact on the Company’s consolidated financial statements.
Results
of Operations for the three months ended September 30, 2021 and 2020
The
following tables summarize our results of operations for the three months ended September 30, 2021 and 2020. The table and the discussion
below should be read in conjunction with our consolidated financial statements and the notes thereto appearing elsewhere in this report.
Three Months Ended September 30,
Changes in 2021
2021
2020
compared to 2020
(In U.S. dollars, except for percentages)
Revenue
$ 2,757,832
100.0 %
$ 11,684,297
100 %
$ (8,926,465 )
(76.4 )%
Cost of revenues
(2,287,407 )
(82.9 )%
(14,705,387 )
(125.9 )%
12,417,980
84.4 %
Gross profit (loss)
470,425
17.1 %
(3,021,090 )
(25.9 )%
3,491,515
(115.6 )%
Operating expenses
(508,688 )
(18.4 )%
(471,831 )
(4.0 )%
(36,857 )
(7.8 )%
Loss from operations
(38,263 )
(1.4 )%
(3,492,921 )
(29.9 )%
3,454,658
98.9 %
Other income, net
75,764
2.7 %
37,471
0.3 %
38,293
102.2 %
Net finance cost
(521 )
(0.0 )%
(1,022 )
(0.0 )%
501
37.1 %
Income tax expense
(4,959 )
(0.2 )%
(4,053 )
(0.0 )%
(906 )
(22.4 )%
Net income (loss)
$ 32,021
1.2 %
$ (3,460,525 )
(29.6 )%
$ 3,492,546
100.9 %
Revenue
Total
revenue for the three months ended September 30, 2021 decreased by approximately $8.9 million, or 76.4%, as compared with the three months
ended September 30, 2020. The significant decrease was mainly because of the decrease of epidemic supply business and logistics services
business offset by increases in garment manufacturing business and property management and leasing business.
Revenue
generated from our garment manufacturing business contributed approximately $0.4 million (14.3%) and $1.6 million (13.9%) of total revenue
for the three months ended September 30, 2021 and 2020, respectively. The decrease of $1.2 million was mainly due to factory re-decoration,
remaining factories cannot provide as much capacity as before, we estimate the capacity will recover at late 2021.
6
Revenue
generated from our logistics services business contributed approximately $1.3 million or 47.8% of our total revenue for the three months
ended September 30, 2021. Revenue generated from our logistic business contributed approximately $1.3 million or 11.2% of our total revenue
for the three months ended September 30, 2020. YXPF, the new subsidiary has developed the business to replace the business of HPF, which
was disposed of in September 2020.
Revenue
generated from our property management and subleasing business contributed approximately $1.0 million or 38.0% of our total revenue for
the three months ended September 30, 2021. This is a new business segment developed in current period and there was no revenue for the
three months ended September 30, 2020.
There
was no revenue generated from our epidemic prevention supplies business for the three months ended September 30, 2021 because no orders were obtained in the quarter. The Company accepted sales orders very cautiously to make sure the sales orders can be matched with
stable suppliers to secure profitability of each order. Revenue generated from our epidemic prevention supplies business contributed
approximately $8.8 million, or 74.9% of our total revenue for the three months ended September 30, 2020.
Cost
of revenue
Three months ended September 30,
Increase
(decrease) in
2021
2020
2021 compared to 2020
(In U.S. dollars, except for percentages)
Net revenue for garment manufacturing
$ 393,391
100.0 %
$ 1,623,255
100 %
$ (1,229,864 )
(75.8 )%
Raw materials
269,258
68.4 %
1,143,215
70.3 %
(873,957 )
(76.4 )%
Labor
86,044
21.9 %
333,776
20.6 %
(247,732 )
(74.2 )%
Other and Overhead
6,420
1.6 %
5,745
0.4 %
675
11.7 %
Total cost of revenue for garment manufacturing
361,722
91.9 %
1,482,736
91.3 %
(1,121,014 )
(75.6 )%
Gross profit for garment manufacturing
31,670
8.1 %
140,519
8.7 %
(108,849 )
(77.5 )%
0
Net revenue for logistics services
1,317,360
100.0 %
1,307,003
100.0 %
10,357
0.8 %
Fuel, toll and other cost of logistics services
448,355
34.1 %
500,955
38.3 %
(52,600 )
(10.5 )%
Subcontracting fees
539,417
40.9 %
588,397
45.0 %
(48,980 )
(8.3 )%
Total cost of revenue for logistics services
987,772
75.0 %
1,089,352
83.3 %
(101,580 )
(9.3 )%
Gross Profit for logistics services
329,588
25.0 %
217,650
16.7 %
111,938
51.4 %
Net revenue for property management and subleasing
1,047,081
100.0 %
-
-
1,047,081
Total cost of revenue for property management and subleasing
937,915
89.6 %
-
-
937,915
Gross Profit for property management and subleasing
109,165
10.4 %
-
-
109,165
Net revenue for epidemic prevention supplies
$ -
$ 8,754,039
100.0 %
(8,754,039 )
(100.0 )%
Merchandise/Finished goods/Raw materials
-
12,133,298
138.6 %
(12,133,298 )
(100.0 )%
Total cost of revenue for epidemic prevention supplies
-
12,133,298
138.6 %
(12,133,298 )
(100.0 )%
Gross (loss) income for epidemic prevention supplies
-
(3,379,259 )
(38.6 )%
3,379,259
100.0 %
Total cost of revenue
$ 2,287,407
82.9 %
$ 14,705,387
125.9 %
$ (12,417,980 )
(84.4 )%
Gross profit
$ 470,425
17.1 %
$ (3,021,090 )
(25.9 )%
$ 3,491,515
115.6 %
7
For
our garment manufacturing business, we purchase the majority of our raw materials directly from numerous local fabric and accessories
suppliers.
Raw
material costs for our garment manufacturing business were 68.4% of our total garment manufacturing business revenue in the three months
ended September 30, 2021, compared with 70.3% in the three months ended September 30, 2020. The decreased in percentages was mainly due
to the purchase cost of the raw materials dropped.
Labor
costs for our garment manufacturing business were 21.9% of our total garment manufacturing business revenue in the three months ended
September 30, 2021, compared with 20.6% in the three months ended September 30, 2020. The increase in percentages was mainly due to the
rising wages in the PRC.
Overhead
and other expenses for our garment manufacturing business accounted for 1.6% of our total garment business revenue for the three months
ended September 30, 2021, compared with 0.4% of total garment business revenue for the three months ended September 30, 2020.
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 35.6% and 32.8% of total cost of revenues for our service segment
for the three months ended September 30, 2021 and 2020, respectively. The percentage decreased as we used our own logistics more than
the subcontractors under COVID-19 epidemic. We have not experienced any disputes with our subcontractor and we believe we maintain good
relationships with our contract logistics services provider.
Fuel,
toll and other costs for our service business for the three months ended September 30, 2021 were approximately $0.4 million compared
with $0.5 million for the three months ended September 30, 2020. Fuel, toll and other costs for our service business accounted for 34.1%
of our total service revenue for the three months ended September 30, 2021, compared with 38.3% for the three months ended September
30, 2020. The decrease in percentages was primarily attributable to decrease of use of subcontractors under the epidemic circumstance.
Subcontracting
fees for our service business for the three months ended September 30, 2021 decreased 8.3% to approximately $0.5 million from $0.6 million
for the three months ended September 30, 2020. Subcontracting fees accounted for 40.9% and 45.0% of our total service business revenue
in the three months ended September 30, 2021 and 2020, respectively. This decrease in percentages was primarily because the Company used
less subcontractors under the epidemic circumstance.
8
For
property management and subleasing business, the cost of revenue was mainly the amortization of operating lease assets for the subleasing
business.
For
epidemic prevention supplies business, we have trading and own production. The cost of revenue included cost of merchandise and cost
of our own products. The other cost of the quarter represented depreciation of machinery.
Gross
profit
Garment
manufacturing business gross profit for the three months ended September 30, 2021 was approximately $0.03 million, as compared with approximately
$0.1 million for the three months ended September 30, 2020. Gross profit accounted for 8.1% of our total Garment manufacturing business
revenue for the three months ended September 30, 2021, compared with 8.7% for the three months ended September 30, 2020. The gross margin
was 0.6% lower due to higher raw material cost in the quarter ended September 30, 2021.
Gross
profit in our logistics services business for the three months ended September 30, 2021 was approximately $0.3 million and gross margin
was 25.0%. Gross profit in our logistics services business for the three months ended September 30, 2020 was approximately $0.2 million
and gross margin was 16.7%. The increase of gross profit ratio was mainly because of a decrease of operating expenses due to replacement
of old vehicles and shifting our strategic focus on high margin customers.
Gross
profit in our property management and subleasing business for the three months ended September 30, 2021 was approximately $0.1 million,
or 10.4% of our total property management and subleasing business revenue. This is a new business developed in last quarter.
Three months ended September 30,
Increase
(decrease) in
2021
2020
2021 compared to 2020
(In U.S. dollars, except for percentages)
Gross profit
$ 470,425
100 %
$ (3,021,090 )
100 %
3,491,515
(26.9 )%
Operating expenses:
Selling expenses
(45,802 )
(8.0 )%
(5,789 )
(23.1 )%
(40,013 )
69.7 %
General and administrative expenses
(462,886 )
(78.9 )%
(466,044 )
(68.9 )%
3,158 )
(1.0 )%
Total
$ (508,688 )
(86.9 )%
$ (471,833 )
(92.0 )%
(36,855 )
16.8 %
Income from operations
$ (38,263 )
13.1 %
$ (3,492,921 )
8.0 %
3,454,658
(59.3 )%
Selling,
General and administrative expenses
Our
selling expenses in our Garment manufacturing business segment for the three months ended September 30, 2021 and 2020 was approximately
$0.071 million and $0.001 million, respectively. Our selling expenses in our logistics services segment was nil for the three months
ended September 30, 2021 and 2020, respectively. Selling expenses in our property management and subleasing business was approximately
$0.05 million for the three months ended September 30, 2021 and 2020, respectively. Selling expenses in our epidemic prevention supplies
segment was nil and approximately $0.005 million for the three months ended September 30, 2021 and 2020, respectively. Selling expenses
consist primarily of advertisement, local transportation, unloading charges and product inspection charges. Total selling expenses for
the three months ended September 30, 2021 increased 691.2% to approximately $0.04 million from $0.006 million for the three months ended
September 30, 2020. It was mainly due to decrease of marketing expenses of epidemic prevention supplies business.
Our
general and administrative expenses in our Garment manufacturing business segment for the three months ended September 30, 2021 and 2020
was approximately $0.03 million and $0.06 million, respectively. Our general and administrative expenses in our logistics services segment,
for the three months ended September 30, 2021 and 2020 was both approximately $0.2 million. The general and administrative expenses in
our property management and subleasing business was approximately $0.09 million for the three months ended September 30, 2021. Our general
and administrative expenses in our epidemic prevention supplies segment was nil and approximately $0.001 million for the three months
ended September 30, 2021 and 2020, respectively. Our general and administrative expenses in our corporate office for the three months
ended September 30, 2021 and 2020 was approximately $0.1 million and $0.2 million, 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.
9
Total
general and administrative expenses for the three months ended September 30, 2021 decreased slightly by 0.7% to approximately $0.46 million
from $0.47 million for the three months ended September 30, 2020.
Loss
from operations
Loss
from operations for the three months ended September 30, 2021 and 2020 was approximately $0.04 million and $3.5 million, respectively.
Income from operations of approximately $0.001 million and $0.08 million was attributed from our garment manufacturing segment for the
three months ended September 30, 2021 and 2020, respectively. Income from operations of approximately $0.1 million and $0.03 million
was attributed from our logistics services segment for the three months ended September 30, 2021 and 2020, respectively. Loss from operations
of approximately $0.02 million was attributed from our newly developed property management and subleasing business. Income (loss) from
operations of nil and approximately ($3.4) million was attributed from our epidemic prevention supplies segment for the three months
ended September 30, 2021 and 2020, respectively. We incurred a loss from operations in corporate office of approximately $0.1 million
and $0.2 million for the three months ended September 30, 2021 and 2020, respectively. The loss from our corporate office was mainly
due to increase in legal and professional fees to comply with the SEC accounting, disclosure and reporting requirements.
Income
Tax Expenses
Income
tax expense for the three months ended September 30, 2021 and 2020 was approximately $0.005 million and $0.004 million, respectively,
22.4% increase compared to 2020. 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 progressive tax rate of 16.5%. No provision for income taxes
in Hong Kong has been made as Yingxi HK had no taxable income for the three months ended September 30, 2021 and 2020.
QYTG
and YX were incorporated in the PRC and is subject to the PRC Enterprise Income Tax (EIT) rate is 25%. No provision for income taxes
in the PRC has been made as QYTG and YX had no taxable income for the three months ended September 30, 2021 and 2020.
The
Company is governed by the Income Tax Laws of the PRC. All Yingxi’s operating companies are subject to progressive EIT rates from
5% to 15% in 2021. The preferential tax rates will be expired at end of year 2022 and the EIT rate will be 25% from year 2023.
The
Company’s parent entity, Addentax Group Corp. is a U.S entity and is subject to the United States federal income tax. No provision
for income taxes in the United States has been made as Addentax Group Corp. had no United States taxable income for the three months
ended September 30, 2021 and 2020.
Net
Income (Loss)
We
incurred a net income of approximately $0.03 million and a net loss of $3.5 million for the three months ended September 30, 2021 and
2020, respectively. Our basic and diluted earnings per share were $0.00 and ($0.14) for the three months ended September 30, 2021 and
2020, respectively.
10
Results
of Operations for the six months ended September 30, 2021 and 2020
The
following tables summarize our results of operations for the six months ended September 30, 2021 and 2020. The table and the discussion
below should be read in conjunction with our consolidated financial statements and the notes thereto appearing elsewhere in this report.
Six months Ended September 30,
Changes in 2021
2021
2020
compared to 2020
(In U.S. dollars, except for percentages)
Revenue
$ 7,044,263
100.0 %
$ 17,602,512
100.0 %
$ (10,558,249 )
(60.0 )%
Cost of revenues
5,990,433 )
(85.0 )%
(19,825,963 )
(112.6 )%
13,835,530
69.8 %
Gross profit (loss)
1,053,830
15.0 %
(2,223,451 )
(12.6 )%
3,277,281
(147.4 )%
Operating expenses
(1,015,393 )
(14.4 )%
(1,081,038 )
(6.1 )%
65,645
6.1 %
Income (loss) from operations
38,437
0.6 %
(3,304,489 )
(18.8 )%
3,342,926
101.2 %
Other income, net
89,001
1.3 %
61,216
0.3 %
27,785
45.4 %
Net finance cost
(786 )
(0.0 )%
(5,940 )
(0.0 )%
5,154
(52.0 )%
Income tax expense
(15,684 )
(0.2 )%
(7,412 )
(0.0 )%
(8,272 )
(111.6 )%
Net income (loss)
$ 110,968
1.6 %
$ (3,256,625 )
(18.5 )%
$ 3,367,593
103.4 %
Revenue
Total
revenue for the six months ended September 30, 2021 decreased by approximately $10.6 million, or 60.0%, as compared with the six months
ended September 30, 2020. The significant decrease was mainly because of the decrease of epidemic supply business and logistics services
business offset by increases in property management and leasing business.
Revenue
generated from our garment manufacturing business contributed approximately $2.5 million (35.0%) and $2.9 million (16.5%) of total revenue
for the six months ended September 30, 2021 and 2020, respectively. The decrease approximately $0.4 million mainly due to factory
re-decoration which caused a capacity decrease. We estimate the capacity will recover at late 2021.
11
Revenue
generated from our logistics services business contributed approximately $2.4 million or 34.4% of our total revenue for the six months
ended September 30, 2021. Revenue generated from our logistic business contributed approximately $2.8 million or 16.1% of our total revenue
for the six months ended September 30, 2020. The decrease of $0.4 million was because YXPF, the new subsidiary was developing the business
in first quarter to replace the business of HPF, which was disposed of in September 2020.
Revenue
generated from our property management and subleasing business contributed approximately $2.2 million or 30.6% of our total revenue for
the six months ended September 30, 2021. This is a new business segment developed in current period.
There
was no revenue generated from our epidemic prevention supplies business for the six months ended September 30, 2021 because no profitable
orders were obtained in the quarter. The Company accepted sales orders very cautiously to make sure the sales orders can be matched with
stable suppliers to secure profitability of each order. Revenue generated from our epidemic prevention supplies business contributed
approximately $11.9 million, or 67.4% of our total revenue for the six months ended September 30, 2020.
Cost
of revenue
Six months ended September 30,
Increase
(decrease) in
2021
2020
2021 compared to 2020
(In U.S. dollars, except for percentages)
Net revenue for garment manufacturing
$ 2,462,532
100.0 %
$ 2,898,061
100.0 %
$ (435,529 )
(15.0 )%
Raw materials
1,710,591
69.5 %
2,088,499
72.1 %
(377,908 )
(18.1 )%
Labor
529,335
21.5 %
562,873
19.4 %
(33,538 )
(6.0 )%
Other and Overhead
16,818
0.7 %
14,172
0.5 %
2,646
18.7 %
Total cost of revenue for garment manufacturing
2,256,744
91.6 %
2,665,544
92.0 %
(408,800 )
(15.3 )%
Gross profit for garment manufacturing
205,789
8.4 %
232,517
8.0 %
(26,728 )
(11.5 )%
0
Net revenue for logistics services
2,425,402
100.0 %
2,840,384
100.0 %
(414,982 )
(14.6 )%
Fuel, toll and other cost of logistics services
841,505
34.7 %
885,185
31.1 %
(43,680 )
(4.9 )%
Subcontracting fees
1,026,138
42.3 %
1,490,462
52.5 %
(464,324 )
(31.2 )%
Total cost of revenue for logistics services
1,867,643
77.0 %
2,375,647
83.6 %
(508,004 )
(21.4 )%
Gross Profit for logistics services
557,758
23.0 %
464,737
16.4 %
93,021
20.0 %
Net revenue for property management and subleasing
2,156,329
100.0 %
-
-
2,156,329
Total cost of revenue for property management and subleasing
1,864,557
86.5 %
-
-
1,864,557
Gross Profit for property management and subleasing
291,771
13.5 %
-
-
291,771
Net revenue for epidemic prevention supplies
$ -
$ 11,864,067
100.0 %
(11,864,067 )
(100.0 )%
Merchandise/Finished goods/Raw materials
-
14,680,253
123.7 %
(14,680,253 )
(100.0 )%
Labor
-
64,946
0.5 %
(64,946 )
(100.0 )%
Other and Overhead
-
39,574
0.3 %
(39,574 )
(100.0 )%
Total cost of revenue for epidemic prevention supplies
-
14,784,773
124.6 %
(14,784,773 )
(100.0 )%
Gross loss for epidemic prevention supplies
-
(2,920,706 )
(24.6 )%
2,920,706
(100.0 )%
Total cost of revenue
$ 5,990,433
85.0 %
$ 19,825,964
112.6 %
$ (13,835,531 )
(69.8 )%
Gross profit
$ 1,053,830
15.0 %
$ (2,223,452 )
(12.6 )%
$ 3,277.282
147.4 %
12
For
our garment manufacturing business, we purchase the majority of our raw materials directly from numerous local fabric and accessories
suppliers.
Raw
material costs for our garment manufacturing business were 69.5% of our total garment manufacturing business revenue in the six months
ended September 30, 2021, compared with 72.1% in the six months ended September 30, 2020. The decreased in percentages was mainly due
to the purchase cost of the raw materials dropped.
Labor
costs for our garment manufacturing business were 21.5% of our total garment manufacturing business revenue in the six months ended September
30, 2021, compared with 19.4% in the six months ended September 30, 2020. The increase in percentages was mainly due to the rising wages
in the PRC.
Overhead
and other expenses for our garment manufacturing business accounted for 0.7% of our total garment business revenue for the six months
ended September 30, 2021, compared with 0.5% of total garment business revenue for the six months ended September 30, 2020.
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 18.8% and 33.6% of total cost of revenues for our service segment
for the six months ended September 30, 2021 and 2020, respectively. The percentage decreased as we used our own logistics more than the
subcontractors under COVID-19 epidemic. We have not experienced any disputes with our subcontractor and we believe we maintain good relationships
with our contract logistics services provider.
Fuel,
toll and other costs for our service business for the six months ended September 30, 2021 were approximately $0.8 million compared with
$0.9 million for the six months ended September 30, 2020. Fuel, toll and other costs for our service business accounted for 34.7% of
our total service revenue for the six months ended September 30, 2021, compared with 31.1% for the six months ended September 30, 2020.
The increase in percentages was primarily attributable to decrease of use of subcontractors under the epidemic circumstance.
Subcontracting
fees for our service business for the six months ended September 30, 2021 decreased 31.2% to approximately $1.0 million from $1.5 million
for the six months ended September 30, 2020. Subcontracting fees accounted for 42.3% and 52.5% of our total service business revenue
in the six months ended September 30, 2021 and 2020, respectively. This decrease in percentages was primarily because the Company used
less subcontractors under the epidemic circumstance.
13
For
property management and subleasing business, the cost of revenue was mainly the amortization of operating lease assets for the subleasing
business.
For
epidemic prevention supplies business, we have trading and own production. The cost of revenue included cost of merchandise and cost
of our own products. The other cost of the quarter represented depreciation of machinery.
Gross
profit
Garment
manufacturing business gross profit for the six months ended September 30, 2021 was approximately $0.2 million, nearly the same as for
the six months ended September 30, 2020. Gross profit accounted for 8.4% of our total Garment manufacturing business revenue for the
six months ended September 30, 2021, compared with 8.0% for the six months ended September 30, 2020. The gross margin was 0.4% higher
due to lower raw material cost in the months ended September 30, 2021.
Gross
profit in our logistics services business for the six months ended September 30, 2021 was approximately $0.6 million and gross margin
was 23.0%. Gross profit in our logistics services business for the six months ended September 30, 2020 was approximately $0.5 million
and gross margin was 16.4%. The increase of gross profit ratio was mainly because of a decrease of operating expenses due to replacement
of old vehicles and shifting our strategic focus on high margin customers.
Gross
profit in our property management and subleasing business for the six months ended September 30, 2021 was approximately $0.3 million,
or 13.5% of our total property management and subleasing business revenue.
Six months ended September 30,
Increase
(decrease) in
2021
2020
2021 compared to 2020
(In U.S. dollars, except for percentages)
Gross profit
$ 1,053,830
100 %
$ (2,223,451 )
100 %
3,277,281
147.4 %
Operating expenses:
Selling expenses
(92,192 )
(8.7 )%
(159,033 )
(7.2 )%
66,841
42.0 %
General and administrative expenses
(923,201 )
(87.6 )%
(922,005 )
(41.5 )%
(1,196 )
(0.1 )%
Total
$ (1,015,393 )
(96.4 )%
$ (1,081,038 )
(48.6 )%
65,645
6.1 %
Income from operations
$ (38,437 )
(3.6 )%
$ (3,304,489 )
(148.6 )%
3,266,052
98.8 %
Selling,
General and administrative expenses
Our
selling expenses in our Garment manufacturing business segment for the six months ended September 30, 2021 and 2020 was $0.0001 million
and approximately $0.002 million, respectively. Our selling expenses in our logistics services segment was nil for the six months ended
September 30, 2021 and 2020, respectively. Selling expenses in our property management and subleasing business was $0.09 million for
the six months ended September 30, 2021. Selling expenses in our epidemic prevention supplies segment was nil and approximately $0.2
million for the six months ended September 30, 2021 and 2020, respectively. Selling expenses consist primarily of advertisement, local
transportation, unloading charges and product inspection charges. Total selling expenses for the six months ended September 30, 2021
decreased 42.0% to $0.09 million from $0.2 million for the six months ended September 30, 2020. It was mainly due to decrease of marketing
expenses of epidemic prevention supplies business.
Our
general and administrative expenses in our Garment manufacturing business segment for the six months ended September 30, 2021 and 2020
was both approximately $0.08 million. Our general and administrative expenses in our logistics services segment, for the six months ended
September 30, 2021 and 2020 was both approximately $0.4 million. The general and administrative expenses in our property management and
subleasing business was approximately $0.2 million for the six months ended September 30, 2021. Our general and administrative expenses
in our epidemic prevention supplies segment was nil and approximately $0.02 million for the six months ended September 30, 2021 and 2020,
respectively. Our general and administrative expenses in our corporate office for the six months ended September 30, 2021 and 2020 was
approximately $0.2 million and $0.4 million, 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.
14
Total
general and administrative expenses for the six months ended September 30, 2021 was nearly the same as that for the six months ended
September 30, 2020.
Income
(loss) from operations
Income
from operations for the six months ended September 30, 2021 was approximately $0.04 million and loss from operations for the six months
ended September 30, 2020 was approximately $3.3 million. Income from operations of approximately $0.1 million was attributed from our
garment manufacturing segment for both the six months ended September 30, 2021 and 2020. Income from operations of approximately $0.1
million and $0.04 million was attributed from our logistics services segment for the six months ended September 30, 2021 and 2020, respectively.
Loss from operations of approximately $0.03 million was attributed from our newly developed property management and subleasing business.
Income (loss) from operations of nil and approximately ($3.1) million was attributed from our epidemic prevention supplies segment for
the six months ended September 30, 2021 and 2020, respectively. We incurred a loss from operations in corporate office of approximately
$0.2 million and $0.4 million for the six months ended September 30, 2021 and 2020, respectively. The loss from our corporate office
was mainly due to increase in legal and professional fees to comply with the SEC accounting, disclosure and reporting requirements.
Income
Tax Expenses
Income
tax expense for the six months ended September 30, 2021 and 2020 was approximately $0.015 million and $0.007 million, respectively, 111.6%%
increase compared to 2020. 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 progressive tax rate of 16.5%. No provision for income taxes
in Hong Kong has been made as Yingxi HK had no taxable income for the six months ended September 30, 2021 and 2020.
QYTG
and YX were incorporated in the PRC and is subject to the PRC Enterprise Income Tax (EIT) rate is 25%. No provision for income taxes
in the PRC has been made as QYTG and YX had no taxable income for the six months ended September 30, 2021 and 2020.
The
Company is governed by the Income Tax Laws of the PRC. All Yingxi’s operating companies are subject to progressive EIT rates from
5% to 15% in 2021. The preferential tax rates will be expired at end of year 2022 and the EIT rate will be 25% from year 2023.
The
Company’s parent entity, Addentax Group Corp. is a U.S entity and is subject to the United States federal income tax. No provision
for income taxes in the United States has been made as Addentax Group Corp. had no United States taxable income for the six months ended
September 30, 2021 and 2020.
Net
Income (Loss)
We
incurred a net income of approximately $0.1 million and a net loss of $3.3 million for the six months ended September 30, 2021 and 2020,
respectively. Our basic and diluted earnings per share were $0.00 and ($0.13) for the six months ended September 30, 2021 and 2020, respectively.
Summary
of cash flows
Summary
cash flows information for the three months ended September 30, 2021 and 2020 is as follow:
Three months ended September 30,
2021
2020
(In U.S. dollars)
Net cash used in operating activities
$ 150,482
$ (3,062,555 )
Net cash used in investing activities
$ (142,922 )
$ (379,393 )
Net cash provided by financing activities
$ (1,138,547 )
$ 4,073,950
Net
cash used in operating activities in the six months ended September 30, 2021 was approximately $2.9 million less than that of the six
months ended September 30, 2020. It was mainly because the net income of the six months ended September 30, 2021 was approximately $0.1
million while the net loss of the six months ended September 30, 2020 was approximately $3.3 million. The movement of operating assets
and liabilities of the six months ended September 30, 2021 resulted in negative cash flow of approximately $0.03 million, while the movement
of operating assets and liabilities of the three months ended September 30, 2020 resulted in positive cash inflow of approximately $0.1
million. We will continue to 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.
15
Net
cash used in investing activities for the six months ended September 30, 2021 was approximately $0.3 million less than that of the three
months ended September 30, 2020. It was mainly because the purchase of plant and equipment and other assets in the six months ended September
30, 2021 was approximately $0.3 million less than the purchase of plant and equipment in the six months ended September 30, 2020.
Net
cash provided by financing activities for the six months ended September 30, 2021 was approximately $3.0 million more than the six months
ended September 30, 2020. It was mainly because there was proceeds of $3.7 million from issue of ordinary shares in the six months ended
September 30, 2020; the net repayment of related party borrowings in current period was approximately $0.6 million more than that of
the six months ended September 30, 2020; and there was repayment of bank borrowing of $0.1 million in the six months ended September
30, 2020.
Financial
Condition, Liquidity and Capital Resources
As
of September 30, 2021, we had cash on hand of approximately $0.7 million, total current assets of approximately $5.3 million and current
liabilities of approximately $9.9 million. We presently finance our operations by using the cash flows borrowed 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 Company’s
financial conditions raise substantial doubt about the Company’s ability to continue as a going concern. 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. The Company expects to
finance operations primarily through cash flow from revenue and capital contributions from the CEO. During 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.
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 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 September 30, 2021, the market foreign exchange rate was RMB 6.45 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 for the six months ended September 30, 2021 and 2020 was approximately $0.03 million and
$0.09 million respectively.
Off-Balance
Sheet Arrangements
We
have no off-balance sheet arrangements (as that term is defined in Item 303(a)(4)(ii) of Regulation S-K) as of September 30, 2021 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.
16
Item
3. Quantitative and Qualitative Disclosures About Market Risk
Not
applicable to smaller reporting companies.
Item
4. Controls and Procedures
Disclosure
Controls and Procedures
We
maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the
“Exchange Act”), that are designed to ensure that information required to be disclosed by us in the reports that we file
or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities
and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including
our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
We
carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer
and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of September 30, 2021. 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.
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.
17
PART
II - OTHER INFORMATION
Item
1. Legal Proceedings
From
time to time, we may become involved in legal proceedings or be subject to claims arising in the ordinary course of our business. We
are not presently a party to any legal proceedings that in the opinion of our management, if determined adversely to us, would individually
or taken together have a material adverse effect on our business, operating results, financial condition, or cash flows.
Item
1A. Risk Factors
As
a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for
by this Item 1A.
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item
3. Defaults Upon Senior Securities
None.
Item
4. Mine Safety Disclosures
Not
Applicable.
Item
5. Other Information
There
is no other information required to be disclosed under this item, which was not previously disclosed.
Item
6. Exhibits
Exhibit
Number
Description
(31)
Rule
13a-14 (d)/15d-14d) Certifications
31.1*
Section 302 Certification by the Principal Executive Officer
31.2*
Section 302 Certification by the Principal Financial Officer and Principal Accounting Officer
(32)
Section
1350 Certifications
32.1*
Section 906 Certification by the Principal Executive Officer
32.2*
Section 906 Certification by the Principal Financial Officer and Principal Accounting Officer
101 *
Interactive
Data File
101.INS
XBRL
Instance Document
101.SCH
XBRL
Taxonomy Extension Schema Document
101.CAL
XBRL
Taxonomy Extension Calculation Linkbase Document
101.DEF
XBRL
Taxonomy Extension Definition Linkbase Document
101.LAB
XBRL
Taxonomy Extension Label Linkbase Document
101.PRE
XBRL
Taxonomy Extension Presentation Linkbase Document
*Filed
herewith.
18
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
Addentax
Group Corp.
Date:
November 19, 2021
By:
/s/
Hong Zhida
Hong
Zhida
President,
Chief Executive Officer and Director,
(Principal
Executive Officer)
Date:
November 19, 2021
By:
/s/
Huang Chao
Huang
Chao
Chief
Financial Officer and Treasurer
(Principal
Financial and Accounting Officer)
19
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.