Item 8. Financial Statements and Supplementary Data
Item
8. Financial Statements and Supplementary Data
ADDENTAX
GROUP CORP.
FINANCIAL
STATEMENTS
Index
to Consolidated Financial Statements
Page
Report
of Independent Registered Public Accounting Firm (PCAOB ID: 0 5041 )
F-1
Consolidated Balance sheets as of March 31, 2022 and 2021
F-2
Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended March 31, 2022 and 2021
F-3
Consolidated Statements of Changes in Equity for the years ended March 31, 2022 and 2021
F-4
Consolidated Statements of Cash Flows for the years ended March 31, 2022 and 2021
F-5
Notes to Consolidated Financial Statements for the years ended March 31, 2022 and 2021
F-6
– F-21
52
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 consolidated balance sheets of Addentax Group Corp. (the “Company”) as of March 31, 2022 and
2021, and the related consolidated statements of operations and comprehensive income (loss), changes in equity, and cash flows for each
of the two years in the period ended March 31, 2022, 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 positions of the Company as of March
31, 2022 and 2021, and the results of its operations and its cash flows for each of the two years in the period ended March 31, 2022,
in conformity with accounting principles generally accepted in the United States.
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 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 audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits 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 audits
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
audits 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 audits 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 audits
provide a reasonable basis for our opinion.
Emphasis
of Matter
The
Company has significant transactions with related parties, which are described in Note 5 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/
B F Borgers CPA PC
We
have served as the Company’s auditor since 2020.
Lakewood,
Colorado
June
23, 2022
F- 1
ADDENTAX
GROUP CORP. AND SUBSIDIARIES
CONSOLIDATED
BALANCE SHEETS
(In
U.S. Dollars, except share data or otherwise stated)
March 31, 2022
March 31, 2021
ASSETS
CURRENT ASSETS
Cash and cash equivalents
$ 1,390,644
$ 1,845,077
Accounts receivables
2,164,970
4,757,518
Inventories
266,596
270,434
Other receivables
575,210
684,161
Advances to suppliers
1,181,466
355,454
Amount due from related party
110,242
84,838
Total current assets
5,689,128
7,997,482
NON-CURRENT ASSETS
Plant and equipment, net
836,419
793,977
Operating lease right of use asset
6,530,017
9,632,625
Long-term prepayment
31,496
-
Total non-current assets
7,397,932
10,426,602
TOTAL ASSETS
$ 13,087,060
$ 18,424,084
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Short-term loan
$ 151,090
$ 152,607
Accounts payable
1,334,483
3,121,373
Related party borrowings
3,694,989
4,913,964
Advances from customers
2,375
3,029
Accrued expenses and other payables
1,445,473
681,984
Lease liabilities, current portion
3,763,931
3,555,458
Total current liabilities
10,392,341
12,428,415
NON-CURRENT LIABILITIES
Lease liability, net of current portion
2,766,086
6,077,167
TOTAL LIABILITIES
13,158,427
18,505,582
EQUITY
Common stock ($ 0.001 par value, 50,000,000 shares authorized, 26,693,004 shares issued and outstanding as of March 31, 2022 and 2021)
$ 26,693
$ 26,693
Additional paid-in capital
6,815,333
6,815,333
Accumulated deficits
( 6,756,230 )
( 6,834,228 )
Statutory reserve
13,821
13,821
Accumulated other comprehensive income (loss)
( 170,984 )
( 103,117 )
Total deficit
( 71,367 )
( 81,498 )
TOTAL LIABILITIES AND EQUITY
$ 13,087,060
$ 18,424,084
See
accompany notes to the 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, 2022 AND 2021
2022
2021
REVENUES
$ 12,690,633
$ 24,734,759
COST OF REVENUES
( 10,627,379 )
( 25,921,936 )
GROSS PROFIT/(LOSS)
$ 2,063,254
$ ( 1,187,177 )
OPERATING EXPENSES
Selling and marketing
( 206,251 )
( 413,654 )
General and administrative
( 1,914,008 )
( 2,007,343 )
Total operating expenses
$ ( 2,120,259 )
$ ( 2,420,997 )
LOSS FROM OPERATIONS
( 57,005 )
( 3,608,174 )
Interest income
7,818
230
Interest expenses
( 9,891 )
( 19,142 )
Other income/(expenses)
160,570
62,784
INCOME/(LOSS) BEFORE INCOME TAX EXPENSE
$ 101,492
$ ( 3,564,302 )
Income tax expense
( 23,494 )
( 25,867 )
NET INCOME/(LOSS)
77,998
( 3,590,169 )
Foreign currency translation loss
( 67,867 )
( 159,605 )
TOTAL COMPREHENSIVE INCOME/(LOSS)
$ 10,131
$ ( 3,749,774 )
EARNING/(LOSS) PER SHARE
Basic and diluted
$ 0.00
$ ( 0.14 )
Weighted average number of shares outstanding – Basic and diluted
26,693,004
25,817,990
See
accompany notes to the 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, 2022 AND 2021
Common Stock
Additional
Retained earnings
Accumulated other
Total
Shares
Amount
paid-in
capital
Unrestricted
Statutory reserve
comprehensive loss
Equity (Deficit)
BALANCE AT MARCH 31, 2020
25,346,004
$ 25,346
$ 61,050
$ ( 3,233,122 )
$ 23,514
$ 56,488
$ ( 3,066,724 )
Issuance of common stocks for cash
1,347,000
1,347
6,733,653
-
-
-
6,735,000
Appropriation of Statutory reserve and release of Statutory Reserve with disposition of subsidiaries
-
-
20,630
( 10,937 )
( 9,693 )
-
-
Foreign currency translation
-
-
-
-
-
( 159,605 )
( 159,605 )
Net loss for the year
-
-
-
( 3,590,169 )
-
-
( 3,590,169 )
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
-
-
-
-
-
( 67,867 )
( 67,867 )
Net loss for the year
-
-
-
77,998
-
-
77,998
BALANCE AT MARCH 31, 2022
26,693,004
$ 26,693
$ 6,815,333
$ ( 6,756,230 )
$ 13,821
$ ( 170,894 )
$ ( 71,367 )
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, 2022 AND 2021
2022
2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)
$ 77,998
$ ( 3,590,169 )
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization
157,604
101,014
Loss on disposal of plant and equipment
-
46,769
Changes in operating assets and liabilities:
Accounts receivable
2,592,548
( 365,122 )
Inventories
3,838
67,322
Advances to suppliers
( 826,012 )
( 466,049 )
Other receivables
108,951
( 186,571 )
Accounts payables
( 1,786,890 )
( 268,181 )
Accrued expenses and other payables
763,489
409,146
Advances from customers
( 654 )
28,833
Net cash provided by (used in) operating activities
$ 1,090,872
$ ( 4,223,008 )
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of plant and equipment
( 198,122 )
( 405,851 )
Proceeds from sale of property and equipment
-
2,439
Proceeds from disposal of subsidiaries
-
542,242
Cash decreased in disposal of subsidiaries
-
( 701,882 )
Net cash used in investing activities
$ ( 198,122 )
$ ( 563,052 )
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from related party borrowings
4,512,014
9,200,975
Repayment of related party borrowings
( 5,878,286 )
( 9,702,083 )
Proceeds from bank borrowings
-
87,032
Repayment of bank borrowings
( 6,531 )
( 221,268 )
Proceeds from issue of common stocks
-
6,735,000
Net cash used in financing activities
$ ( 1,372,803 )
$ 6,099,656
NET INCREASE IN CASH AND CASH EQUIVALENTS
( 480,053 )
1,313,596
Effect of exchange rate changes on cash and cash equivalents
25,620
( 200 )
Cash and cash equivalents, beginning of year
1,845,077
531,681
CASH AND CASH EQUIVALENTS, END OF YEAR
$ 1,390,644
$ 1,845,077
Supplemental disclosure of cash flow information:
Cash paid during the year for interest
116
4,588
Cash paid during the year for income tax
23,494
25,867
Supplemental disclosure of non-cash investing and financing activities:
Right-of-use assets obtained in exchange for operating lease obligations
470,763
9,380,402
See
accompany notes to the consolidated financial statements.
F- 5
ADDENTAX
GROUP CORP. AND SUBSIDIARIES
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE YEARS ENDED MARCH 31, 2022 AND 2021
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
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.
GOING
CONCERN UNCERTAINTY
The
accompanying consolidated financial statements are presented on the basis that the Company is a going concern. The going concern assumption
contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.
The
Company incurred net income of $ 77,998 and a net loss of $ 3,590,169 for the year ended March 31, 2022 and 2021, respectively. As of March
31, 2022 and 2021, the Company had net current liability of $ 4,703,213 and $ 4,430,933 , respectively, and a deficit on total equity of
$ 71,367 and $ 81,498 , respectively.
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 its 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.
F- 6
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) 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.
(b) 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.
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, 2022, 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.
(c) Cash and Cash Equivalents
The
Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. All
cash and cash equivalents relate to cash on hand and cash at bank at March 31, 2022 and 2021.
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- 7
(d) 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, 2022 and 2021.
(e) 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. Write-downs for obsolete finished goods for
the year ended March 31, 2022 was approximately $ 0.02 million. No write-downs for obsolete finished goods for the year ended March 31,
2021.
(f) 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:
SCHEDULE OF PLANT AND EQUIPMENT USEFUL LIVES
Production
plant
5 - 10
years
Motor
vehicles
10 - 15
years
Office
equipment
5 - 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 loss and comprehensive loss. The cost of maintenance and repairs is charged to the statement of income as
incurred, whereas significant renewals and betterments are capitalized.
F- 8
(g) Accounting for the Impairment of Long-Lived Assets and Goodwill
In
previous, the Company early adopted ASU 2017-04. Under the new accounting guidance, the Company should perform its annual, or interim,
goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment
charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should
not exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity should consider income tax effects
from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable.
In previous financial statements for the year ended March 31, 2020, the Company impaired goodwill of $ 475,003 . The Company reperformed
the test on goodwill for impairment for the time of reissuance of March 31, 2020 consolidated financial statements and it was determined
that recoverable amount of one of the Company’s reporting units was lower than the carrying amount of the goodwill recorded as
of March 31, 2018. The Company has restated the impairment of goodwill as if it was impaired during the year ended March 31, 2018.
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, 2022 and 2021.
(h) Revenue Recognition
Revenue
is generated through sale of goods and delivery services. Revenue is recognized when a customer obtains control of promised goods or
services and is recognized in an amount that reflects the consideration that the Company expects to receive in exchange for those goods
or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising
from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive
in exchange for those goods and services. The Company applies the following five-step model in order to determine this amount:
(i)
identification of the promised goods and services in the contract;
(ii)
determination of whether the promised goods and services are performance obligations, including whether they are distinct in the context
of the contract;
(iii)
measurement of the transaction price, including the constraint on variable consideration;
(iv)
allocation of the transaction price to the performance obligations; and
(v)
recognition of revenue when (or as) the Company satisfies each performance obligation.
The
Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled
to in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of ASC 606
at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which
of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price that is allocated
to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Generally, the Company’s
performance obligations are transferred to customers at a point in time, typically upon delivery of the good or service.
F- 9
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
as of March 31, 2022 and 2021.
Cost
of revenues for garment manufacturing segment includes the direct raw material cost, direct labor cost, manufacturing overheads including
depreciation of production equipment and rent. Cost of revenue for logistics services segment includes gasoline and diesel fuel, toll
charges and subcontracting fees. Cost of revenue of property management and subleasing business was mainly the amortization of right-of-used
assets for the subleasing business. Cost of revenue for epidemic prevention supplies business includes cost of merchandise and cost of
direct raw materials, direct labor, and manufacturing overheads of our own products.
(i) Earnings Per Share
The
Company reports earnings (loss) 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.
The
Company had no potentially dilutive ordinary shares as of March 31, 2022 and 2021.
(j) 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 utilized, therefore, the Company does not recognize any tax benefits for the year ended March 31, 2022
and 2021.
The
Company’s Chinese subsidiaries are 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, 2022 and 2021. The Company’s effective tax rate differs from the PRC federal statutory
rate primarily due to non-deductible expenses, temporary differences and preferential tax treatments.
F- 10
The
U.S. federal tax legislation, commonly referred to as the Tax Cuts and Jobs Act (the “U.S. Tax Reform”), was signed into
law on December 22, 2017. The U.S. Tax Reform modified the U.S. Internal Revenue Code by, among other things, reducing the statutory
U.S. federal corporate income tax rate from 35% to 21 % for taxable years beginning after December 31, 2017 ; limiting and/or eliminating
many business deductions; migrating the U.S. to a territorial tax system with a one-time transaction tax on a mandatory deemed repatriation
of previously deferred foreign earnings of certain foreign subsidiaries; subject to certain limitations, generally eliminating U.S. corporate
income tax on dividends from foreign subsidiaries; and providing for new taxes on certain foreign earnings. Taxpayers may elect to pay
the one-time transition tax over eight years, or in a single lump-sum payment. The Company measured the current and deferred taxes based
on the provisions of the Tax legislation. After the Company’s measurement, no deferred tax benefit nor expense was recorded relating
to the Tax Act changes for the years ended March 31, 2022 and 2021.
(k) Leases
Lessee
The
Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”)
assets, other current liabilities, and operating lease liabilities in our consolidated balance sheets.
ROU
assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease
payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present
value of lease payments over the lease term. As most of the leases do not provide an implicit rate, The Company generally 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.
(l) Recently issued and adopted 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- 11
4. DISPOSITION OF SUBSIDIARIES
The
Company sold its subsidiary DT, a manufacturing company in garment manufacturing segment on October 1, 2020 to a third party and sold
HPF, a subsidiary in logistics services segment in November 2020 to another third party. After disposition, the two subsidiaries became
third parties to the Company. The Company will not have any businesses with the two subsidiaries nor the buyers. 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.
Financial
position of the entities at disposal date and gain or loss on disposal:
Garment
Manufacturing Segment
SUMMARY OF FINANCIAL POSITION OF ENTITIES AND GAIN OR LOSS ON DISPOSAL
Financial position of DT
September 30, 2020,
date of disposal
Current assets
$ 673,025
Noncurrent assets
-
Current liabilities
( 70,481 )
Net assets
$ 602,544
The
consideration was at the fair value as of date of disposal, which was also the carrying value of DT, resulting no gain or loss recognized
on the disposal.
Logistics
Services Segment
Financial position of HPF
November 16, 2020,
date of disposal
Current assets
$ 740,060
Noncurrent assets
42,658
Current liabilities
( 565,362 )
Net assets
$ 217,356
The
consideration was at the fair value as of date of disposal, which was also the carrying value of DT, resulting no gain or loss recognized
on the disposal.
5. RELATED PARTY TRANSACTIONS
SCHEDULE
OF RELATED PARTIES RELATIONSHIP WITH THE COMPANY
Name
of Related Parties
Relationship
with the Company
Zhida
Hong
President,
CEO, and a director of the Company
Hongye
Financial Consulting (Shenzhen) Co., Ltd.
A
company controlled by CEO, Mr. Zhida Hong
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
Dewu
Huang
A
legal representative of YBY
Jinlong
Huang
Management
of HSW
The
Company leases Shenzhen XKJ office rent-free from Bihua Yang.
In
September 2020, the Company disposed of $ 114,229 aged inventories in HSW to Mr. Jinlong Huang at cost with no gain or loss recognized.
F- 12
The
Company had the following related party balances at the end of the years:
SCHEDULE
OF RELATED PARTIES
Amount due from related party
2022
2021
Hongye Financial Consulting (Shenzhen) Co., Ltd.
110,242
84,838
$ 110,242
$ 84,838
Being
lease of the quarter ended March 31, 2022 paid on behalf of Hongye Financial Consulting (Shenzhen) Co., Ltd. for the shared office in
Shenzhen.
SCHEDULE
OF RELATED PARTIES TRANSACTIONS
Related party debt
2022
2021
Zhida Hong (1)
$ 3,297,951
$ 3,727,371
Bihua Yang (2)
31,738
370,523
Dewu Huang (3)
212,290
712,064
Jinlong Huang
153,010
104,006
$ 3,694,989
$ 4,913,964
(1)
The
decrease was due to net repayment of debt due to Zhida Hong. During year ended March 31, 2022, the Company received financial support
of approximately $ 0.5 million from Zhida Hong and repaid approximately $ 0.9 million of debts due to him.
(2)
Being
financial support from Bihua Yang for XKJ’s daily operation.
(3)
The
decrease of related party debt was mainly due to the repayment of the debt.
The
borrowing balances of related party are unsecured, non-interest bearing and repayable on demand.
6. INVENTORIES
Inventories
consist of the following as of March 31, 2022 and 2021:
SCHEDULE
OF INVENTORIES
2022
2021
Raw materials
$ 184,498
$ 234,870
Work in progress
1,327
-
Finished goods
80,771
35,564
Total inventories
$ 266,596
$ 270,434
7. ADVANCES TO SUPPLIERS
The
Company has made advances to third-party suppliers in advance of receiving inventory parts. These advances are generally made to expedite
the delivery of required inventory when needed and to help to ensure priority and preferential pricing on such inventory. The amounts
advanced to suppliers are fully refundable on demand.
The
Company reviews a supplier’s credit history and background information before advancing a payment. If the financial condition of
its suppliers were to deteriorate, resulting in an impairment of their ability to deliver goods or provide services, the Company would
recognize bad debt expense in the period they are considered unlikely to be collected.
F- 13
8. PREPAYMENTS AND OTHER RECEIVABLES
Prepayments
and other receivables consists of the following as of March 31, 2022 and 2021:
SCHEDULE
OF PREPAYMENTS AND OTHER RECEIVABLES
2022
2021
Prepayment
14,046
-
Deposit
64,653
155,830
Receivable of consideration on disposal of subsidiaries
269,798
258,929
Other receivables
226,713
269,402
Total
prepayments
$ 575,210
$ 684,161
9. PLANT AND EQUIPMENT
Plant
and equipment consists of the following as of March 31, 2022 and 2021:
SCHEDULE
OF PROPERTY PLANT AND EQUIPMENT
2022
2021
Production plant
$ 74,034
$ 71,642
Motor vehicles
1,192,296
1,020,893
Office equipment
28,191
14,073
1,294,521
1,106,608
Less: accumulated depreciation
( 458,102 )
( 312,631 )
Plant and equipment, net
$ 836,419
$ 793,977
Depreciation
expense for the years ended March 31, 2022 and 2021 was $ 132,152 and $ 101,014 , respectively.
10. 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 March 31, 2022, the Company has borrowed $ 151,090 (RMB 958,079 ) (March 31, 2021: $ 152,607 , or RMB 1,000,000 ) under this line
of credit with various annual interest rates from 4.34 % to 4.9 %. The outstanding loan balance was due on September 30, 2021. The Company
was not able to renew the loan facility with the bank. The Company is negotiating with the bank on repayment schedule of the loan balance
and interest payable.
11. INCOME TAXES
(a)
Enterprise
Income Tax (“EIT”)
The
Company operates in the PRC and files tax returns in the PRC jurisdictions.
Yingxi
Industrial Chain Group Co., Ltd was incorporated in the Republic of Seychelles and, under the current laws of the British Virgin Islands,
is not subject to income taxes.
Yingxi
HK was incorporated in Hong Kong and is subject to Hong Kong income tax at a 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 years ended March 31, 2022 and 2021.
F- 14
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 years ended March 31, 2022 and 2021.
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 2022 and 2021. 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 years ended March
31, 2022 and 2021.
The
reconciliation of income taxes computed at the PRC federal statutory tax rate applicable to the PRC, to income tax expenses are as follows:
SCHEDULE
OF EFFECTIVE INCOME TAX RATE RECONCILIATION
2022
2021
PRC statutory tax rate
25 %
25 %
Computed expected benefits
$ 25,373
$ ( 891,076 )
Temporary differences
( 350 )
( 50,911 )
Permanent difference
( 106,866 )
56,227
Changes in valuation allowance
105,337
911,627
Reported income tax expense
$ 23,494
$ 25,867
As
of March 31, 2022, the accumulated tax losses in China amounting to $ 1.9 million (2021: $ 1.5 million) will expire in five years. As of
March 31, 2022, the accumulated net operating loss carried forward in the US entity was $ 4.8 million (2021: $ 4.7 million).
(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 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.
F- 15
12. 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 four segments:
(a)
Garment
manufacturing . Including manufacturing and distribution of garments;
(b)
Logistics
services . Providing logistic services;
(c)
Epidemic
prevention supplies . Including manufacturing, distribution and trading of epidemic prevention supplies; and
(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 other”.
Selected
information in the segment structure is presented in the following tables:
SCHEDULE
OF SEGMENT REPORTING
Garment
Logistics Services
Property management and leasing
Epidemic prevention supplies
Corporate and other
Totals
Revenue from external customers
2,525,440
5,332,291
4,265,218
567,684
-
12,690,633
Intersegment revenue
-
-
-
-
-
-
Interest income
7,563
86
154
-
15
7,818
Interest expense
8,016
604
678
-
593
9,891
Depreciation and amortization
2,641
123,514
25,451
5,997
-
157,603
Operating income (loss)
75,494
236,777
96,490
51,616
( 517,382 )
( 57,005 )
Segment assets
1,784,020
2,610,469
7,608,997
64,885
1,018,689
13,087,060
Expenditures for segment assets
-
149,148
48,974
-
-
198,122
F- 16
Geographical
Information
The
Company operates predominantly in China. In presenting information on the basis of geographical location, revenue is based on the geographical
location of customers and long-lived assets are based on the geographical location of the assets.
Geographic
Information
SCHEDULE
OF GEOGRAPHICAL INFORMATION
Revenues
Long-Lived Assets
China
12,122,949
7,397,931
United States
567,684
-
Total
12,690,633
7,397,931
13. ACCRUED EXPENSES AND OTHER PAYABLES
Accrued
expenses and other payables consist of the following as of March 31, 2022 and 2021:
SCHEDULE
OF ACCRUED EXPENSES AND OTHER PAYABLES
2022
2021
Accrued wages and welfare
78,776
82,548
Accrued expenses
55,000
55,000
Other tax payable
55,814
28,242
Rental payable
27,882
29,741
Customers’ deposits
871,730
150,993
Other payables
356,271
335,460
Accrued
expenses and other payables
$ 1,445,473
$ 681,984
14. LEASE RIGHT-OF-USE ASSET AND LEASE LIABILITIES
The
Company implemented new accounting policy according to the ASC 842, Leases, on April 1, 2019 on a modified retrospective basis and did
not restate comparative periods. Under the new policy, the Company recognized approximately $ 0.06 million lease liability as well as
right-of-use asset for all leases (with the exception of short-term leases) at the commencement date. Lease liabilities are measured
at present value of the sum of remaining rental payments as of March 31, 2022, 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.
F- 17
The
Company leased three floors of a commercial building for 3 years with an option to extend the lease in Humen Town of Dongguan City from
the landlord and provides shops subleasing and property management services for garment wholesalers and retailers in the leased property.
The
following table summarizes the components of lease expense:
SCHEDULE
OF LEASE COST
2022
2021
Operating lease cost
3,862,342
1,021,267
Short-term lease cost
84,089
35,727
Lease
cost
3,946,431
1,056,994
The
following table summarizes supplemental information related to leases:
SCHEDULE
OF SUPPLEMENTAL INFORMATION RELATED TO LEASES
2022
2021
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flow used in operating leases
$ 3,946,431
$ 1,650,847
Right-of-use assets obtained in exchange for new operating leases liabilities
470,763
9,380,402
Weighted average remaining lease term - Operating leases (years)
1.8
2.8
Weighted average discount rate - Operating leases
4.75 %
4.35 %
The
following table summarizes the maturity of operating lease liabilities:
SCHEDULE
OF OPERATING LEASE LIABILITY
Years ending March 31
Lease cost
2023
$ 3,942,718
2024
2,977,548
2025
60,291
Total lease payments
6,980,557
Less: Interest
( 450,540 )
Total
$ 6,530,017
F- 18
15.
SHARE CAPITAL AND RESERVES
Share
capital
In
August 2020, the Company offered 747,000 common stocks to an individual investor. The subscription price was $ 5.00 per share. The proceeds
were all received in August 2020.
On
December 31, 2020, the Company offered 600,000 common stocks to an individual investor. The subscription price was $ 5.00 per share. The
proceeds received will be used for working capital and other general corporate purposes.
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 . The amount appropriated to statutory reserve for the years ended March 31, 2022 and 2021 were $ Nil and $ 10,937 ,
respectively. In November 2020, consolidated statutory reserve of $ 20,630 was transferred to additional paid in capital because there
was no liability for the company to provide such reserve due to disposal of a subsidiary. The balance of paid-up statutory reserve was
$ 13,821 as of both March 31, 2021 and 2020.
16. 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 are 6.34 and 6.55
as at March 31, 2022 and March 31, 2021, respectively. Revenue and expenses are translated at the average yearly exchange rates, which
are 6.42 and 6.78 for the two years ended March 31, 2022 and 2021, respectively. The 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.
F- 19
(c)
Concentration
Risks
The
followings are the percentages of accounts receivable balance of the top five customers over accounts receivable for each segment as
at March 31, 2022 and 2021.
Garment
manufacturing segment
SCHEDULE
OF CONCENTRATION RISKS
March 31, 2022
March 31, 2021
Customer A
85.3 %
98.4 %
Customer B
11.4 %
1.6 %
Customer C
3.3 %
Nil %
The
high concentration as at March 31, 2022 was mainly due to business development of a large distributor of garments. Management believes
that should the Company lose any one of its major customers, it was able to sell similar products to other customers.
Logistics
services segment
March 31, 2022
March 31, 2021
Customer A
19.1 %
16.6 %
Customer B
8.2 %
Nil %
Customer C
8.2 %
Nil %
Customer D
6.7 %
Nil %
Customer E
5.6 %
5.5 %
Property
management and subleasing
There
is no account receivable for Property management and subleasing segment as for March 31, 2022.
Epidemic
prevention supplies segment
The
accounts receivable of Epidemic prevention supplies segment as at March 31, 2022 was from one customer only.
For
the year ended March 31, 2022, one from garment segment provided more than 10 % of total consolidated revenue of the Company, represented
19.3 % of total revenue of the Company.
The
high concentration in year ended March 31, 2022 was mainly due to concentration of distributors in garment manufacturing business and
epidemic prevention supplies business. Management believes that should the Company lose any one of its major customers, it was able to
sell similar products to other customers.
F- 20
The
following tables summarized the percentages of purchases from five largest suppliers of each of the reportable segment purchase for the
years ended March 31, 2022 and 2021.
SCHEDULE
OF PURCHASES FROM SUPPLIERS
Year ended
March 31,
2022
2021
Garment manufacturing segment
99.3 %
98.7 %
Logistics services segment
96.4 %
49.9 %
Property management and subleasing
100.0 %
100.0 %
Epidemic prevention supplies
100.0 %
90.8 %
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.
(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 March 31, 2022, the total outstanding borrowings
amounted to $ 152,090 (RMB 958,079 ) 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 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.
17.
SUBSEQUENT EVENTS
There
is no other subsequent events have occurred that would require recognition or disclosure in the financial statements.
F- 21
Item
9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
None.
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