−Removed: Financial Statements and Supplementary Data
−Removed: to Consolidated Financial Statements
−Removed: of Independent Registered Public Accounting Firm (PCAOB ID:
+Added: Financial Statements and Supplementary
+Added: ADDENTAX GROUP CORP.
+Added: FINANCIAL STATEMENTS
+Added: Index to Consolidated Financial Statements
+Added: Report of Independent Registered Public Accounting Firm (PCAOB ID:
Consolidated Balance sheets as of March 31, 2023 and 2022
3 unchanged sentences
Notes to Consolidated Financial Statements for the years ended March 31, 2023 and 2022
+Added: REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
+Added: the Board of Directors and Stockholders of Addentax Group Corp.:
+Added: on the Financial Statements
+Added: have audited the accompanying consolidated balance sheet of Addentax Group Corp.
+Added: (the “Company”) as of March 31, 2023, and
+Added: the related consolidated statement of operations and comprehensive income (loss), changes in equity, and cash flow for the year ended
+Added: March 31, 2023, and the related notes (collectively referred to as the “financial statements”).
+Added: In our opinion, the financial
+Added: statements present fairly, in all material respects, the financial position of the Company as of March 31, 2023, and the result of its
+Added: operations and its cash flow for year then ended March 31, 2023, in conformity with accounting principles generally accepted in the United
+Added: financial statements are the responsibility of the Company’s management.
+Added: Our responsibility is to express an opinion on the Company’s
+Added: financial statements based on our audits.
+Added: We are a public accounting firm registered with the Public Company Accounting Oversight Board
+Added: (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.
+Added: securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
+Added: conducted our audits in accordance with the standards of the PCAOB.
+Added: Those standards require that we plan and perform the audits to obtain
+Added: reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
+Added: is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.
+Added: As part of our audits
+Added: we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion
+Added: on the effectiveness of the Company’s internal control over financial reporting.
+Added: Accordingly, we express no such opinion.
+Added: audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error
+Added: or fraud, and performing procedures that respond to those risks.
+Added: Such procedures included examining, on a test basis, evidence regarding
+Added: the amounts and disclosures in the financial statements.
+Added: Our audits also included evaluating the accounting principles used and significant
+Added: estimates made by management, as well as evaluating the overall presentation of the financial statements.
+Added: We believe that our audits
+Added: provide a reasonable basis for our opinion.
+Added: Company conducted transactions with its related parties and affiliates during the normal course of its business in 2023.
+Added: has entered into a number of transactions with these related parties, including accrued of director remuneration which represented as
+Added: costs and expenses to the Company.
+Added: We identified the evaluation of the identification of related parties and related party transactions
+Added: as a critical audit matter.
+Added: Auditor judgment was involved in assessing the sufficiency of the procedures performed to identify related
+Added: parties and related party transactions of the Company.
+Added: the Critical Audit Matter Was Addressed in the Audit
+Added: performed the following procedures to evaluate the identification of related parties and related party transactions by the Company:
+Added: background checks, and reviewed other public research sources for information related to transactions between the Company and its related
+Added: confirmations for account balances with related parties
+Added: transaction details in the accounts payable system for transactions with related parties
+Added: the Company’s reconciliation of its related parties’ transactions and balances
+Added: expenses transactions between the Company and its related parties
+Added: /s/ Pan-China Singapore PAC ( 6255 )
+Added: June 29, 2023
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
35 unchanged sentences
B F Borgers CPA PC
−Removed: have served as the Company’s auditor since 2020.
+Added: We have served as the Company’s
+Added: auditor since 2020.
+Added: Lakewood, Colorado
+Added: June 29, 2023
+Added: ADDENTAX GROUP CORP.
AND SUBSIDIARIES
−Removed: BALANCE SHEETS
−Removed: Dollars, except share data or otherwise stated)
+Added: CONSOLIDATED BALANCE SHEETS
+Added: Dollars, except share data or otherwise
March 31, 2023
3 unchanged sentences
Accounts receivables
+Added: Debt securities held-to-maturity
Other receivables
1 unchanged sentence
Amount due from related party
+Added: Other receivables
Total current assets
3 unchanged sentences
Long-term prepayment
+Added: Restricted Cash
+Added: Long-term receivables
Total non-current assets
9 unchanged sentences
NON-CURRENT LIABILITIES
+Added: Convertible debts
+Added: Derivative liabilities
Lease liability, net of current portion
+Added: Total non-current liabilities
TOTAL LIABILITIES
−Removed: 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)
+Added: Common stock ($ 0.001 par value, 250,000,000 shares authorized, 35,454,670 and 26,693,004 shares issued and outstanding as of March 31, 2023 and 2022, respectively)
Additional paid-in capital
+Added: Statutory reserve
Accumulated deficits
1 unchanged sentence
( 6,756,230 )
−Removed: Statutory reserve
Accumulated other comprehensive income (loss)
−Removed: Total deficit
+Added: Total equity (deficit)
TOTAL LIABILITIES AND EQUITY
−Removed: accompany notes to the consolidated financial statements.
+Added: See accompanying notes to the consolidated financial
+Added: ADDENTAX GROUP CORP.
AND SUBSIDIARIES
−Removed: STATEMENTS OF LOSS AND COMPREHENSIVE LOSS
−Removed: Dollars, except share data or otherwise stated)
−Removed: THE YEARS ENDED MARCH 31, 2022 AND 2021
+Added: CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE
+Added: Dollars, except share data or otherwise
+Added: FOR THE YEARS ENDED MARCH 31, 2023 AND 2022
COST OF REVENUES
1 unchanged sentence
( 10,627,379 )
−Removed: GROSS PROFIT/(LOSS)
$ 2,063,254 )
8 unchanged sentences
LOSS FROM OPERATIONS
−Removed: ( 3,608,174 )
+Added: Change in fair value of warrants and embedded conversion feature
Interest income
Interest expenses
−Removed: Other income/(expenses)
−Removed: INCOME/(LOSS) BEFORE INCOME TAX EXPENSE
( 1,507,842 )
+Added: Other income (expenses), net
+Added: INCOME BEFORE INCOME TAX EXPENSE
Income tax expense
−Removed: NET INCOME/(LOSS)
−Removed: ( 3,590,169 )
−Removed: Foreign currency translation loss
−Removed: TOTAL COMPREHENSIVE INCOME/(LOSS)
−Removed: $ ( 3,749,774 )
−Removed: EARNING/(LOSS) PER SHARE
−Removed: Basic and diluted
−Removed: Weighted average number of shares outstanding – Basic and diluted
−Removed: accompany notes to the consolidated financial statements.
+Added: Foreign currency translation gain / (loss)
+Added: TOTAL COMPREHENSIVE INCOME
+Added: EARNING PER SHARE
+Added: Weighted average number of shares outstanding – Basic
+Added: Weighted average number of shares outstanding – Diluted
+Added: See accompanying notes to the consolidated financial
+Added: ADDENTAX GROUP CORP.
AND SUBSIDIARIES
−Removed: STATEMENTS OF CHANGES IN EQUITY
−Removed: Dollars, except share data or otherwise stated)
−Removed: THE YEARS ENDED MARCH 31, 2022 AND 2021
+Added: CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
+Added: Dollars, except share data or otherwise
+Added: FOR THE YEARS ENDED MARCH 31, 2023 AND 2022
+Added: paid-in capital
+Added: Statutory reserve
+Added: comprehensive loss
+Added: Equity (Deficit)
Retained earnings
Accumulated other
+Added: paid-in capital
Statutory reserve
4 unchanged sentences
$ ( 103,117 )
−Removed: Issuance of common stocks for cash
−Removed: Appropriation of Statutory reserve and release of Statutory Reserve with disposition of subsidiaries
−Removed: Foreign currency translation
−Removed: Net loss for the year
$ ( 6,834,228 )
$ ( 103,117 )
+Added: Foreign currency translation
+Added: Net income for the year
BALANCE AT MARCH 31, 2022
1 unchanged sentence
$ ( 170,984 )
+Added: $ ( 6,756,230 )
+Added: $ ( 170,984 )
+Added: Issuance of common stocks
+Added: Appropriation of Statutory reserve
Foreign currency translation
−Removed: Net loss for the year
+Added: Net income for the year
BALANCE AT MARCH 31, 2023
1 unchanged sentence
$ ( 5,451,209 )
−Removed: accompany notes to the consolidated financial statements.
+Added: See accompanying notes to the consolidated financial
+Added: ADDENTAX GROUP CORP.
AND SUBSIDIARIES
−Removed: STATEMENTS OF CASH FLOWS
−Removed: Dollars, except share data or otherwise stated)
−Removed: THE YEARS ENDED MARCH 31, 2022 AND 2021
+Added: CONSOLIDATED STATEMENTS OF CASH FLOWS
+Added: Dollars, except share data or otherwise
+Added: FOR THE YEARS ENDED MARCH 31, 2023 AND 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
−Removed: Net income (loss)
−Removed: $ ( 3,590,169 )
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization
−Removed: Loss on disposal of plant and equipment
+Added: Amortization of debt discount
+Added: Investment income
+Added: Fair value gain or loss
+Added: ( 2,983,539 )
Changes in operating assets and liabilities:
2 unchanged sentences
Other receivables
+Added: ( 1,321,003 )
Accounts payables
( 1,262,127 )
+Added: ( 1,786,890 )
Accrued expenses and other payables
Advances from customers
−Removed: Net cash provided by (used in) operating activities
+Added: Net cash (used in) provided by operating activities
$ ( 1,569,159 )
1 unchanged sentence
Purchase of plant and equipment
−Removed: Proceeds from sale of property and equipment
−Removed: Proceeds from disposal of subsidiaries
+Added: Purchase of debt securities
+Added: ( 17,500,000 )
+Added: Long-term receivables
+Added: ( 2,500,000 )
Cash decreased in disposal of subsidiaries
+Added: ( 1,168,153 )
Net cash used in investing activities
6 unchanged sentences
( 5,878,286 )
−Removed: Proceeds from bank borrowings
Repayment of bank borrowings
−Removed: Proceeds from issue of common stocks
−Removed: Net cash used in financing activities
+Added: Proceeds from issuance of convertible debt and warrants
+Added: Restricted cash
( 14,750,000 )
+Added: Proceeds from issuance of common stocks
+Added: Net cash provided by (used in) financing activities
+Added: $ ( 1,372,803 )
NET INCREASE IN CASH AND CASH EQUIVALENTS
7 unchanged sentences
Right-of-use assets obtained in exchange for operating lease obligations
−Removed: accompany notes to the consolidated financial statements.
+Added: Transfer of Right-of-use assets due to disposal of subsidiary
+Added: See accompanying notes to the consolidated financial
+Added: ADDENTAX GROUP CORP.
AND SUBSIDIARIES
−Removed: TO THE CONSOLIDATED FINANCIAL STATEMENTS
−Removed: THE YEARS ENDED MARCH 31, 2022 AND 2021
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
+Added: FOR THE YEARS ENDED MARCH 31, 2023 AND 2022
ORGANIZATION AND BUSINESS ACQUISITIONS
−Removed: and its subsidiaries (the “Company”) are engaged in the business of garments manufacturing, providing logistic services,
−Removed: property leasing and management service in the People’s Republic of China (“PRC” or “China”) and epidemic
−Removed: prevention supplies manufacturing and distribution both in China and overseas markets.
+Added: ATXG and its subsidiaries (the “Company”)
+Added: are engaged in the business of garments manufacturing, providing logistic services, property leasing and management service in the People’s
+Added: Republic of China (“PRC” or “China”).
+Added: of March 31, 2023, the Company’s principal subsidiaries consisted of the following entities:
+Added: OF PRINCIPAL SUBSIDIARIES ENTITIES
+Added: of incorporation
+Added: holding company
+Added: of effective ownership interest held by the Group in 2023
+Added: of effective ownership interest held by the Group in 2022
+Added: Industrial Chain Group Co., Ltd.
+Added: (“Yingxi Seychelles”)
+Added: of Seychelles
+Added: Industrial Chain Investment Co., Ltd.
+Added: (“Yingxi HK”)
+Added: Industrial Chain Group Co., Ltd.
+Added: Yingxi Textile & Garments Co., Ltd.
+Added: Industrial Chain Investment Co., Ltd.
+Added: Qianhai Yingxi Industrial Chain Services Co., Ltd.
+Added: Yingxi Textile & Garments Co., Ltd.
+Added: Heng Sheng Wei Garments Co., Ltd.
+Added: Manufacturing
+Added: Qianhai Yingxi Industrial Chain Services Co., Ltd.
+Added: Yushang Clothing Co., Ltd.
+Added: Manufacturing
+Added: Qianhai Yingxi Industrial Chain Services Co., Ltd.
+Added: Yi Bai Yi Garment Co., Ltd.
+Added: Manufacturing
+Added: Qianhai Yingxi Industrial Chain Services Co., Ltd.
+Added: Aotesi Garments Co.,Ltd.
+Added: Manufacturing
+Added: Qianhai Yingxi Industrial Chain Services Co., Ltd.
+Added: Xin Kuai Jie Transportation Co., Ltd.
+Added: Qianhai Yingxi Industrial Chain Services Co., Ltd.
+Added: Yingxi Peng Fa Logistic Co., Ltd.
+Added: Qianhai Yingxi Industrial Chain Services Co., Ltd.
+Added: Yingxi Tongda Logistic Co., Ltd.
+Added: Qianhai Yingxi Industrial Chain Services Co., Ltd.
+Added: Hao Jia (Dongguan) Decoration Engineering Co.,Ltd.
+Added: decoration designing
+Added: Qianhai Yingxi Industrial Chain Services Co., Ltd.
+Added: Yingxi Daying Commercial Co., Ltd.
+Added: Management & Subleasing
+Added: Qianhai Yingxi Industrial Chain Services Co., Ltd.
BASIS OF PRESENTATION
−Removed: accompanying consolidated financial statements of the Company and its subsidiaries are prepared pursuant to the rules and regulations
−Removed: of the U.S Securities and Exchanges Commission (“SEC”) and in conformity with generally accepted accounting principles in
−Removed: All material inter-company accounts and transactions have been eliminated in consolidation.
−Removed: CONCERN UNCERTAINTY
−Removed: accompanying consolidated financial statements are presented on the basis that the Company is a going concern.
−Removed: The going concern assumption
−Removed: contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.
−Removed: 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.
−Removed: 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
−Removed: $ 71,367 and $ 81,498 , respectively.
−Removed: Company expects to finance operations primarily through cash flow from revenue and capital contributions from the CEO.
−Removed: During the year,
−Removed: the CEO has provided financial support for the operations of the Company.
−Removed: In the event that the Company requires additional funding to
−Removed: finance the growth of the Company’s current and expected future operations as well as to achieve its strategic objectives, the
−Removed: CEO has indicated the intent and ability to provide additional equity financing.
−Removed: growth and development of our business will require a significant amount of additional working capital.
−Removed: We currently have limited financial
−Removed: resources and based on our current operating plan, we will need to raise additional capital in order to continue as a going concern.
−Removed: We currently do not have adequate cash to meet our short or long-term objectives.
−Removed: In the event additional capital is raised, it may have
−Removed: a dilutive effect on our existing stockholders.
−Removed: are subject to all the substantial risks inherent in the development of a new business enterprise within an extremely competitive industry.
−Removed: Due to the absence of a long standing operating history and the emerging nature of the markets in which we compete, we anticipate operating
−Removed: losses until we can successfully implement our business strategy, which includes all associated revenue streams.
−Removed: Our revenue model is
−Removed: new and evolving, and we cannot be certain that it will be successful.
−Removed: The potential profitability of this business model is unproven.
−Removed: We may never ever achieve profitable operations.
−Removed: Our future operating results depend on many factors, including demand for our services,
−Removed: the level of competition, and the ability of our officers to manage our business and growth.
−Removed: As a result of the emerging nature of the
−Removed: market in which we compete, we may incur operating losses until such time as we can develop a substantial and stable revenue base.
−Removed: development expenses may delay or negatively impact the ability of the Company to generate profits.
−Removed: Accordingly, we cannot assure you
−Removed: that our business model will be successful or that we can sustain revenue growth, achieve or sustain profitability, or continue as a
−Removed: going concern.
+Added: The accompanying consolidated financial
+Added: statements of the Company and its subsidiaries are prepared pursuant to the rules and regulations of the U.S Securities and Exchanges
+Added: Commission (“SEC”) and in conformity with generally accepted accounting principles in the U.S.
+Added: material inter-company accounts and transactions have been eliminated in consolidation.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Use of Estimates
−Removed: preparation of the consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions
−Removed: that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated
−Removed: financial statements and the reported amounts of revenues and expenses during the reporting periods.
−Removed: Management makes these estimates
−Removed: using the best information available at the time the estimates are made;
+Added: The preparation of the consolidated financial
+Added: statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets
+Added: and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported
+Added: amounts of revenues and expenses during the reporting periods.
+Added: Management makes these estimates using the best information available at
+Added: the time the estimates are made;
however actual results could differ materially from those estimates.
−Removed: (b) Fair Value Measurement
−Removed: Standards Codification (“ASC”) 820 “ Fair Value Measurements and Disclosures “, which defines fair value, establishes
−Removed: a framework for measuring fair value and expands disclosures about fair value measurements.
−Removed: The statement clarifies that the exchange
−Removed: price is the price in an orderly transaction between market participants to sell the asset or transfer the liability in the market in
−Removed: which the reporting entity would transact for the asset or liability, that is, the principal or most advantageous market for the asset
−Removed: or liability.
−Removed: It also emphasizes that fair value is a market-based measurement, not an entity-specific measurement, and that market participant
−Removed: assumptions include assumptions about risk and effect of a restriction on the sale or use of an asset.
−Removed: ASC establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value.
−Removed: The hierarchy
−Removed: gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and
−Removed: the lowest priority to unobservable inputs (Level 3 measurements).
+Added: Principles of Consolidation .
+Added: The consolidated financial statements include the accounts of the Company and all subsidiaries, as discussed above.
+Added: A subsidiary is an entity in which the Company, directly or indirectly, controls more than one half of the voting powers;
+Added: or has the power
+Added: to appoint or remove the majority of the members of the board of directors;
+Added: or to cast a majority of votes at the meeting of directors;
+Added: or has the power to govern the financial and operating policies of the investee under a statute or agreement among the shareholders or
+Added: equity holders.
+Added: All significant intercompany balances and transactions have been eliminated in consolidation.
+Added: (c) Fair Value Measurement
+Added: Accounting Standards Codification (“ASC”)
+Added: 820 “ Fair Value Measurements and Disclosures “, which defines fair value, establishes a framework for measuring fair value
+Added: and expands disclosures about fair value measurements.
+Added: The statement clarifies that the exchange price is the price in an orderly transaction
+Added: between market participants to sell the asset or transfer the liability in the market in which the reporting entity would transact for
+Added: the asset or liability, that is, the principal or most advantageous market for the asset or liability.
+Added: It also emphasizes that fair value
+Added: is a market-based measurement, not an entity-specific measurement, and that market participant assumptions include assumptions about risk
+Added: and effect of a restriction on the sale or use of an asset.
+Added: This ASC establishes a fair value hierarchy
+Added: that prioritizes the inputs to valuation techniques used to measure fair value.
+Added: The hierarchy gives the highest priority to unadjusted
+Added: quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs
+Added: (Level 3 measurements).
The three levels of the fair value hierarchy are described below:
−Removed: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
−Removed: Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the
−Removed: full term of the asset or liability;
−Removed: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported
−Removed: by little or no market activity).
−Removed: March 31, 2022, the Company has no financial assets or liabilities subject to recurring fair value measurements.
−Removed: Company’s financial instruments include cash, accounts receivable, advances to suppliers, other receivables, accounts payable,
−Removed: other payables, taxes payables and related party receivables or payables.
−Removed: Management estimates that the carrying amounts of financial
−Removed: instruments approximate their fair values due to their short-term nature.
−Removed: The fair value of amounts with related parties is not practicable
−Removed: to estimate due to the related party nature of the underlying transactions.
−Removed: (c) Cash and Cash Equivalents
−Removed: Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents.
−Removed: cash and cash equivalents relate to cash on hand and cash at bank at March 31, 2022 and 2021.
−Removed: Renminbi is not freely convertible into foreign currencies.
−Removed: Under the PRC Foreign Exchange Control Regulations and Administration of
−Removed: Settlement, Sales and Payment of Foreign Exchange Regulations, the Company is permitted to exchange Renminbi for foreign currencies through
−Removed: banks that are authorized to conduct foreign exchange business.
−Removed: (d) Accounts Receivable
−Removed: instruments that potentially subject the Company to concentrations of credit risk consist primarily of accounts receivable.
−Removed: extends credit to its customers in the normal course of business and generally does not require collateral.
−Removed: The Company’s credit
−Removed: terms are dependent upon the segment, and the customer.
−Removed: The Company assesses the probability of collection from each customer at the
−Removed: outset of the arrangement based on a number of factors, including the customer’s payment history and its current creditworthiness.
−Removed: If in management’s judgment collection is not probable, the Company does not record revenue until the uncertainty is removed.
−Removed: performs ongoing credit evaluations, and the Company maintains an allowance for potential credit losses based upon its loss history and
−Removed: its aging analysis.
−Removed: The allowance for doubtful accounts is the Company’s best estimate of the amount of credit losses in existing
−Removed: accounts receivable.
−Removed: Management reviews the allowance for doubtful accounts each reporting period based on a detailed analysis of trade
−Removed: In the analysis, management primarily considers the age of the customer’s receivable, and also considers the creditworthiness
−Removed: of the customer, the economic conditions of the customer’s industry, general economic conditions and trends, and the business relationship
−Removed: and history with its customers, among other factors.
−Removed: If any of these factors change, the Company may also change its original estimates,
−Removed: which could impact the level of the Company’s future allowance for doubtful accounts.
−Removed: If judgments regarding the collectability
−Removed: of receivables were incorrect, adjustments to the allowance may be required, which would reduce profitability.
−Removed: receivable are recognized and carried at the original invoice amount less an allowance for any uncollectible amounts.
−Removed: An estimate for
−Removed: doubtful accounts receivable is made when collection of the full amount is no longer probable.
+Added: Unadjusted quoted prices in active
+Added: markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
+Added: Quoted prices in markets that
+Added: are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability;
+Added: Prices or valuation techniques
+Added: that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).
+Added: The Company has derivative
+Added: liabilities, embedded conversion feature and warrants that are not traded in an active market with readily observable quoted prices, and therefore the
+Added: Company used significant unobservable inputs (Level 3) to measure the fair value of these options and derivative liabilities at inception
+Added: and at each subsequent balance sheet date.
+Added: The change in fair value is recognized in the consolidated statement of operations and comprehensive loss during
+Added: the year ended March 31, 2023.
+Added: The Company’s financial instruments
+Added: include cash, accounts receivable, advances to suppliers, other receivables, accounts payable, other payables, taxes payables and related
+Added: party receivables or payables.
+Added: Management estimates that the carrying amounts of financial instruments approximate their fair values due
+Added: to their short-term nature.
+Added: The fair value of amounts with related parties is not practicable to estimate due to the related party nature
+Added: of the underlying transactions.
+Added: (d) Cash and Cash Equivalents
+Added: The Company considers all highly liquid
+Added: investments purchased with original maturities of three months or less to be cash equivalents.
+Added: All cash and cash equivalents relate to
+Added: cash on hand and cash at bank at March 31, 2023 and 2022.
+Added: The Renminbi is not freely convertible
+Added: into foreign currencies.
+Added: Under the PRC Foreign Exchange Control Regulations and Administration of Settlement, Sales and Payment of Foreign
+Added: Exchange Regulations, the Company is permitted to exchange Renminbi for foreign currencies through banks that are authorized to conduct
+Added: foreign exchange business.
+Added: (e) Accounts Receivable
+Added: Financial instruments that potentially
+Added: subject the Company to concentrations of credit risk consist primarily of accounts receivable.
+Added: The Company extends credit to its customers
+Added: in the normal course of business and generally does not require collateral.
+Added: The Company’s credit terms are dependent upon the segment,
+Added: and the customer.
+Added: The Company assesses the probability of collection from each customer at the outset of the arrangement based on a number
+Added: of factors, including the customer’s payment history and its current creditworthiness.
+Added: If in management’s judgment collection
+Added: is not probable, the Company does not record revenue until the uncertainty is removed.
+Added: Management performs ongoing credit evaluations,
+Added: and the Company maintains an allowance for potential credit losses based upon its loss history and its aging analysis.
+Added: The allowance for
+Added: doubtful accounts is the Company’s best estimate of the amount of credit losses in existing accounts receivable.
+Added: Management reviews
+Added: the allowance for doubtful accounts each reporting period based on a detailed analysis of trade receivables.
+Added: In the analysis, management
+Added: primarily considers the age of the customer’s receivable, and also considers the creditworthiness of the customer, the economic
+Added: conditions of the customer’s industry, general economic conditions and trends, and the business relationship and history with its
+Added: customers, among other factors.
+Added: If any of these factors change, the Company may also change its original estimates, which could impact
+Added: the level of the Company’s future allowance for doubtful accounts.
+Added: If judgments regarding the collectability of receivables were
+Added: incorrect, adjustments to the allowance may be required, which would reduce profitability.
+Added: Accounts receivables are recognized and
+Added: carried at the original invoice amount less an allowance for any uncollectible amounts.
+Added: An estimate for doubtful accounts receivable is
+Added: made when collection of the full amount is no longer probable.
Bad debts are written off as incurred.
−Removed: No allowance for doubtful accounts was made for the years ended March 31, 2022 and 2021.
−Removed: (e) Inventories
−Removed: Manufacturing
−Removed: segment inventories consist of raw materials, work in progress and finished goods and are stated at the lower of cost, determined on
−Removed: a weighted average basis, or net realizable value.
−Removed: Net realizable value is the estimated selling price in the ordinary course of business
−Removed: less the estimated cost of completion and the estimated costs necessary to make the sale.
−Removed: When inventories are sold, their carrying amount
−Removed: is charged to expense in the period in which the revenue is recognized.
−Removed: Write-downs for declines in net realizable value or for losses
−Removed: of inventories are recognized as an expense in the period the impairment or loss occurs.
−Removed: Write-downs for obsolete finished goods for
−Removed: the year ended March 31, 2022 was approximately $ 0.02 million.
+Added: No allowance for doubtful accounts
+Added: was made for the years ended March 31, 2023 and 2022.
+Added: (f) Inventories
+Added: Manufacturing segment inventories consist
+Added: of raw materials, work in progress and finished goods and are stated at the lower of cost, determined on a weighted average basis, or
+Added: net realizable value.
+Added: Net realizable value is the estimated selling price in the ordinary course of business less the estimated cost of
+Added: completion and the estimated costs necessary to make the sale.
+Added: When inventories are sold, their carrying amount is charged to expense
+Added: in the period in which the revenue is recognized.
+Added: Write-downs for declines in net realizable value or for losses of inventories are recognized
+Added: as an expense in the period the impairment or loss occurs.
No write-downs for obsolete finished goods for the year ended March 31, 2023.
−Removed: (f) Plant and Equipment
−Removed: and equipment are carried at cost less accumulated depreciation.
−Removed: Depreciation is provided over the assets’ estimated useful lives,
−Removed: using the straight-line method.
+Added: Write-downs for obsolete finished goods for the year ended March 31, 2022 was approximately $ 0.02 million.
+Added: (g) Plant and Equipment
+Added: Plant and equipment are carried at cost
+Added: less accumulated depreciation.
+Added: 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
−Removed: cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is
−Removed: included in the statement of loss and comprehensive loss.
−Removed: The cost of maintenance and repairs is charged to the statement of income as
−Removed: incurred, whereas significant renewals and betterments are capitalized.
−Removed: (g) Accounting for the Impairment of Long-Lived Assets and Goodwill
−Removed: previous, the Company early adopted ASU 2017-04.
−Removed: Under the new accounting guidance, the Company should perform its annual, or interim,
−Removed: goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount.
−Removed: An entity should recognize an impairment
−Removed: charge for the amount by which the carrying amount exceeds the reporting unit’s fair value;
−Removed: however, the loss recognized should
−Removed: not exceed the total amount of goodwill allocated to that reporting unit.
−Removed: Additionally, an entity should consider income tax effects
−Removed: from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable.
−Removed: In previous financial statements for the year ended March 31, 2020, the Company impaired goodwill of $ 475,003 .
−Removed: The Company reperformed
−Removed: the test on goodwill for impairment for the time of reissuance of March 31, 2020 consolidated financial statements and it was determined
−Removed: that recoverable amount of one of the Company’s reporting units was lower than the carrying amount of the goodwill recorded as
−Removed: of March 31, 2018.
−Removed: The Company has restated the impairment of goodwill as if it was impaired during the year ended March 31, 2018.
−Removed: assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying
−Removed: amount of assets may not be recoverable.
−Removed: It is reasonably possible that these assets could become impaired as a result of technology
−Removed: or other industry changes.
−Removed: Determination of recoverability of assets to be held and used is by comparing the carrying amount of an asset
−Removed: to future net undiscounted cash flows to be generated by the assets.
−Removed: If such assets are considered to be impaired, the impairment to
−Removed: be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets.
−Removed: disposed of are reported at the lower of the carrying amount or fair value less costs to sell.
−Removed: was no impairment of long-lived assets as of March 31, 2022 and 2021.
−Removed: (h) Revenue Recognition
−Removed: is generated through sale of goods and delivery services.
−Removed: Revenue is recognized when a customer obtains control of promised goods or
−Removed: services and is recognized in an amount that reflects the consideration that the Company expects to receive in exchange for those goods
−Removed: In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising
−Removed: from contracts with customers.
−Removed: The amount of revenue that is recorded reflects the consideration that the Company expects to receive
−Removed: in exchange for those goods and services.
+Added: Production plant
+Added: Motor vehicles
+Added: 10 - 15 years
+Added: Office equipment
+Added: The cost and related accumulated depreciation
+Added: 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
+Added: The cost of maintenance and repairs is charged to the statement of income as incurred, whereas significant renewals and betterments
+Added: are capitalized.
+Added: (h) Accounting for the Impairment of Long-Lived
+Added: Long-lived assets held and used by the
+Added: Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of assets may not be
+Added: It is reasonably possible that these assets could become impaired as a result of technology or other industry changes.
+Added: Determination
+Added: of recoverability of assets to be held and used is by comparing the carrying amount of an asset to future net undiscounted cash flows
+Added: to be generated by the assets.
+Added: If such assets are considered to be impaired, the impairment to be recognized is measured by the amount
+Added: by which the carrying amount of the assets exceeds the fair value of the assets.
+Added: Assets to be disposed of are reported at the lower of
+Added: the carrying amount or fair value less costs to sell.
+Added: There was no impairment of long-lived
+Added: assets as of March 31, 2023 and 2022.
+Added: (i) Revenue Recognition
+Added: Revenue is generated through sale of goods, delivery services, and provision of property management and subleasing.
+Added: Revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount
+Added: that reflects the consideration that the Company expects to receive in exchange for those goods or services.
+Added: In addition, the standard
+Added: requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers.
+Added: 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:
−Removed: identification of the promised goods and services in the contract;
−Removed: determination of whether the promised goods and services are performance obligations, including whether they are distinct in the context
−Removed: of the contract;
−Removed: measurement of the transaction price, including the constraint on variable consideration;
−Removed: allocation of the transaction price to the performance obligations;
−Removed: recognition of revenue when (or as) the Company satisfies each performance obligation.
−Removed: Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled
−Removed: to in exchange for the goods or services it transfers to the customer.
−Removed: Once a contract is determined to be within the scope of ASC 606
−Removed: at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which
−Removed: of these performance obligations are distinct.
−Removed: The Company recognizes as revenues the amount of the transaction price that is allocated
−Removed: to the respective performance obligation when the performance obligation is satisfied or as it is satisfied.
−Removed: Generally, the Company’s
−Removed: performance obligations are transferred to customers at a point in time, typically upon delivery of the good or service.
−Removed: all reporting periods, the Company has not disclosed the value of unsatisfied performance obligations for all product and service revenue
−Removed: contracts with an original expected length of one year or less, which is an optional exemption that is permitted under the adopted rules
−Removed: as of March 31, 2022 and 2021.
−Removed: of revenues for garment manufacturing segment includes the direct raw material cost, direct labor cost, manufacturing overheads including
−Removed: depreciation of production equipment and rent.
−Removed: Cost of revenue for logistics services segment includes gasoline and diesel fuel, toll
−Removed: charges and subcontracting fees.
−Removed: Cost of revenue of property management and subleasing business was mainly the amortization of right-of-used
−Removed: assets for the subleasing business.
−Removed: Cost of revenue for epidemic prevention supplies business includes cost of merchandise and cost of
−Removed: direct raw materials, direct labor, and manufacturing overheads of our own products.
−Removed: (i) Earnings Per Share
−Removed: Company reports earnings (loss) per share in accordance with ASC 260 “Earnings Per Share”, which requires presentation of
−Removed: basic and diluted earnings per share in conjunction with the disclosure of the methodology used in computing such earnings per share.
−Removed: Basic earnings per share excludes dilution and is computed by dividing income available to common stockholders by the weighted average
−Removed: common shares outstanding during the reporting period.
−Removed: Diluted earnings per share takes into account the potential dilution that could
−Removed: occur if securities or other contracts to issue common stock were exercised and converted into common stock.
−Removed: Further, if the number of
−Removed: common shares outstanding increases as a result of a stock dividend or stock split or decreases as a result of a reverse stock split,
−Removed: the computations of a basic and diluted earnings per share shall be adjusted retroactively for all periods presented to reflect that
−Removed: change in capital structure.
−Removed: Company had no potentially dilutive ordinary shares as of March 31, 2022 and 2021.
−Removed: (j) Income Taxes
−Removed: Company accounts for income taxes using the asset and liability method prescribed by ASC 740 “Income Taxes”.
−Removed: Under this method,
−Removed: deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and
−Removed: liabilities using enacted tax rates that will be in effect in the years in which the differences are expected to reverse.
−Removed: records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not
−Removed: that some portion, or all, of the deferred tax assets will not be realized.
−Removed: The effect on deferred taxes of a change in tax rates is
−Removed: recognized as income or loss in the period that includes the enactment date.
−Removed: Company has a history of tax losses and there is no convincing evidence that sufficient taxable income will be available against which
−Removed: the deferred tax asset can be utilized, therefore, the Company does not recognize any tax benefits for the year ended March 31, 2022
−Removed: Company’s Chinese subsidiaries are governed by the Income Tax Laws of the PRC.
+Added: (i) identification of the promised goods
+Added: and services in the contract;
+Added: (ii) determination of whether the promised
+Added: goods and services are performance obligations, including whether they are distinct in the context of the contract;
+Added: (iii) measurement of the transaction price,
+Added: including the constraint on variable consideration;
+Added: (iv) allocation of the transaction price
+Added: to the performance obligations;
+Added: (v) recognition of revenue when (or as)
+Added: the Company satisfies each performance obligation.
+Added: The Company only applies the five-step
+Added: model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or
+Added: services it transfers to the customer.
+Added: Once a contract is determined to be within the scope of ASC 606 at contract inception, the Company
+Added: reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are
+Added: The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation
+Added: when the performance obligation is satisfied or as it is satisfied.
+Added: Generally, the Company’s performance obligations are transferred
+Added: to customers at a point in time, typically upon delivery of the good or service.
+Added: For all reporting periods, the Company
+Added: has not disclosed the value of unsatisfied performance obligations for all product and service revenue contracts with an original expected
+Added: length of one year or less, which is an optional exemption that is permitted under the adopted rules as of March 31, 2023 and 2022.
+Added: Rental income from operating leases is recognized on a straight-line basis over the term of the relevant lease.
+Added: Cost of revenues for garment manufacturing
+Added: segment includes the direct raw material cost, direct labor cost, manufacturing overheads including depreciation of production equipment
+Added: Cost of revenue for logistics services segment includes gasoline and diesel fuel, toll charges and subcontracting fees.
+Added: of revenue of property management and subleasing business was mainly the amortization of right-of-used assets for the subleasing business.
+Added: (j) Earnings Per Share
+Added: The Company reports earnings (loss) per
+Added: share in accordance with ASC 260 “Earnings Per Share”, which requires presentation of basic and diluted earnings per share
+Added: in conjunction with the disclosure of the methodology used in computing such earnings per share.
+Added: Basic earnings per share excludes dilution
+Added: and is computed by dividing income available to common stockholders by the weighted average common shares outstanding during the reporting
+Added: Diluted earnings per share takes into account the potential dilution that could occur if securities or other contracts to issue
+Added: common stock were exercised and converted into common stock.
+Added: Further, if the number of common shares outstanding increases as a result
+Added: 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
+Added: per share shall be adjusted retroactively for all periods presented to reflect that change in capital structure.
+Added: Diluted earnings (loss) per share is calculated
+Added: by dividing net earnings (loss) attributable to ordinary shareholders, as adjusted for the effect of dilutive ordinary equivalent shares,
+Added: if any, by the weighted average number of ordinary and dilutive ordinary equivalent shares outstanding during the period.
+Added: Ordinary equivalent
+Added: shares consist of unvested restricted shares, ordinary shares issuable upon the exercise of outstanding share options using the treasury
+Added: stock method, and ordinary shares issuable upon the conversion of convertible note, option and preferred shares using the if converted
+Added: Ordinary equivalent shares are not included in the denominator of the diluted earnings per share calculation when inclusion of
+Added: such shares would be anti-dilutive.
+Added: For the year ended March 31, 2023, the Company had ordinary equivalent shares assumed converted from convertible
+Added: note and warrants.
+Added: The weighted average numbers of dilutive potential ordinary shares was 5,339,039 and Nil for the year ended March 31,
+Added: 2023 and 2022, respectively.
+Added: (k) Income Taxes
+Added: The Company accounts for income taxes using
+Added: the asset and liability method prescribed by ASC 740 “Income Taxes”.
+Added: Under this method, deferred tax assets and liabilities
+Added: are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates
+Added: that will be in effect in the years in which the differences are expected to reverse.
+Added: The Company records a valuation allowance to offset
+Added: 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
+Added: tax assets will not be realized.
+Added: The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that
+Added: includes the enactment date.
+Added: The Company has a history of tax losses
+Added: and there is no convincing evidence that sufficient taxable income will be available against which the deferred tax asset can be utilized,
+Added: therefore, the Company does not recognize any tax benefits for the year ended March 31, 2023 and 2022.
+Added: The Company’s Chinese subsidiaries
+Added: are governed by the Income Tax Laws of the PRC.
The PRC federal statutory tax rate is 25 %.
−Removed: files income tax returns with the relevant government authorities in the PRC.
−Removed: The Company does not believe there will be any material
−Removed: changes in its unrecognized tax positions over the next 12 months.
−Removed: Company’s policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense.
−Removed: The Company does not have any accrued interest or penalties associated with any unrecognized tax benefits, nor was any interest expense
−Removed: recognized during the years ended March 31, 2022 and 2021.
−Removed: The Company’s effective tax rate differs from the PRC federal statutory
−Removed: rate primarily due to non-deductible expenses, temporary differences and preferential tax treatments.
−Removed: federal tax legislation, commonly referred to as the Tax Cuts and Jobs Act (the “U.S.
−Removed: Tax Reform”), was signed into
−Removed: law on December 22, 2017.
−Removed: Tax Reform modified the U.S.
−Removed: Internal Revenue Code by, among other things, reducing the statutory
−Removed: federal corporate income tax rate from 35% to 21 % for taxable years beginning after December 31, 2017 ;
−Removed: limiting and/or eliminating
−Removed: many business deductions;
+Added: The Company files income tax returns with the
+Added: relevant government authorities in the PRC.
+Added: The Company does not believe there will be any material changes in its unrecognized tax positions
+Added: over the next 12 months.
+Added: The Company’s policy is to recognize
+Added: interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense.
+Added: The Company does not have any accrued
+Added: interest or penalties associated with any unrecognized tax benefits, nor was any interest expense recognized during the years ended March
+Added: 31, 2023 and 2022.
+Added: The Company’s effective tax rate differs from the PRC federal statutory rate primarily due to non-deductible
+Added: expenses, temporary differences and preferential tax treatments.
+Added: federal tax legislation, commonly
+Added: referred to as the Tax Cuts and Jobs Act (the “U.S.
+Added: Tax Reform”), was signed into law on December 22, 2017.
+Added: modified the U.S.
+Added: Internal Revenue Code by, among other things, reducing the statutory U.S.
+Added: federal corporate income tax rate from 35%
+Added: to 21 % for taxable years beginning after December 31, 2017 ;
+Added: limiting and/or eliminating many business deductions;
migrating the U.S.
−Removed: to a territorial tax system with a one-time transaction tax on a mandatory deemed repatriation
−Removed: of previously deferred foreign earnings of certain foreign subsidiaries;
+Added: a territorial tax system with a one-time transaction tax on a mandatory deemed repatriation of previously deferred foreign earnings of
+Added: certain foreign subsidiaries;
subject to certain limitations, generally eliminating U.S.
−Removed: income tax on dividends from foreign subsidiaries;
+Added: corporate income tax on dividends from foreign
+Added: subsidiaries;
and providing for new taxes on certain foreign earnings.
−Removed: Taxpayers may elect to pay
−Removed: the one-time transition tax over eight years, or in a single lump-sum payment.
−Removed: The Company measured the current and deferred taxes based
−Removed: on the provisions of the Tax legislation.
−Removed: After the Company’s measurement, no deferred tax benefit nor expense was recorded relating
−Removed: to the Tax Act changes for the years ended March 31, 2022 and 2021.
−Removed: Company determines if an arrangement is a lease at inception.
−Removed: Operating leases are included in operating lease right-of-use (“ROU”)
−Removed: assets, other current liabilities, and operating lease liabilities in our consolidated balance sheets.
−Removed: assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease
−Removed: payments arising from the lease.
−Removed: Operating lease ROU assets and liabilities are recognized at commencement date based on the present
−Removed: value of lease payments over the lease term.
−Removed: As most of the leases do not provide an implicit rate, The Company generally use the incremental
−Removed: borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement
−Removed: The operating lease ROU asset also includes any lease payments made and excludes lease incentives.
−Removed: Lease expense for lease payments
−Removed: is recognized on a straight-line basis over the lease term.
−Removed: a lessor, the Company’s leases are classified as operating leases under ASC 842.
−Removed: Leases, in which the Company is the lessor, are
−Removed: substantially all accounted for as operating leases and the lease components and non-lease components are accounted for separately.
−Removed: income from operating leases is recognized on a straight-line basis over the term of the relevant lease.
−Removed: Initial direct costs incurred
−Removed: in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognized on a straight-line
+Added: Taxpayers may elect to pay the one-time transition tax over eight
+Added: years, or in a single lump-sum payment.
+Added: The Company measured the current and deferred taxes based on the provisions of the Tax legislation.
+Added: After the Company’s measurement, no deferred tax benefit nor expense was recorded relating to the Tax Act changes for the years
+Added: ended March 31, 2023 and 2022.
+Added: The Company determines if an arrangement
+Added: is a lease at inception.
+Added: Operating leases are included in operating lease right-of-use (“ROU”) assets, other current liabilities,
+Added: and operating lease liabilities in our consolidated balance sheets.
+Added: ROU assets represent the right to use an
+Added: underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease.
+Added: lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term.
+Added: As most of the leases do not provide an implicit rate, the Company generally use the incremental borrowing rate based on the estimated
+Added: rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date.
+Added: The operating lease ROU
+Added: asset also includes any lease payments made and excludes lease incentives.
+Added: Lease expense for lease payments is recognized on a straight-line
basis over the lease term.
−Removed: (l) Recently issued and adopted accounting pronouncements
−Removed: June 2016, the FASB issued ASU No.
−Removed: 2016-13, Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on
−Removed: Financial Instruments.
−Removed: This standard requires a financial asset (or group of financial assets) measured at amortized cost basis to be
−Removed: presented at the net amount expected to be collected.
−Removed: The allowance for credit losses is a valuation account that is deducted from the
−Removed: amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial
−Removed: This standard will be effective for the Company on April 1, 2023.
−Removed: The Company is currently evaluating the impact the adoption
−Removed: of this ASU will have on its consolidated financial statements.
−Removed: Company reviews new accounting standards as issued.
−Removed: Management has not identified any other new standards that it believes will have
−Removed: a significant impact on the Company’s consolidated financial statements.
+Added: As a lessor, the Company’s leases
+Added: are classified as operating leases under ASC 842.
+Added: Leases, in which the Company is the lessor, are substantially all accounted for as operating
+Added: leases and the lease components and non-lease components are accounted for separately.
+Added: Rental income from operating leases is recognized
+Added: on a straight-line basis over the term of the relevant lease.
+Added: Initial direct costs incurred in negotiating and arranging an operating
+Added: lease are added to the carrying amount of the leased asset and recognized on a straight-line basis over the lease term.
+Added: (m) Recently issued and adopted accounting pronouncements
+Added: In June 2016, the FASB issued ASU No.
+Added: Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments.
+Added: This standard requires
+Added: a financial asset (or group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected.
+Added: The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present
+Added: the net carrying value at the amount expected to be collected on the financial asset.
+Added: This standard will be effective for the Company
+Added: on April 1, 2023.
+Added: The Company is currently evaluating the impact the adoption of this ASU will have on its consolidated financial statements.
+Added: Accounting for Convertible Instruments:
+Added: In August 2020, FASB issued ASU 2020-06, Accounting for Convertible Instruments
+Added: and Contracts in an Entity’s Own Equity (ASU 2020-06), as part of its overall simplification initiative to reduce costs and complexity
+Added: of applying accounting standards while maintaining or improving the usefulness of the information provided to users of financial statements.
+Added: Among other changes, the new guidance removes from GAAP separation models for convertible debt that require the convertible debt to be
+Added: separated into a debt and equity component, unless the conversion feature is required to be bifurcated and accounted for as a derivative
+Added: or the debt is issued at a substantial premium.
+Added: As a result, after adopting the guidance, entities will no longer separately present such
+Added: embedded conversion features in equity and will instead account for the convertible debt wholly as debt.
+Added: The new guidance also requires
+Added: use of the “if-converted” method when calculating the dilutive impact of convertible debt on earnings per share, which is
+Added: consistent with the Company’s current accounting treatment under the current guidance.
+Added: The guidance is effective for financial statements
+Added: issued for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years, with early adoption permitted,
+Added: but only at the beginning of the fiscal year.
+Added: The Company reviews new accounting standards
+Added: Management has not identified any other new standards that it believes will have a significant impact on the Company’s
+Added: consolidated financial statements.
DISPOSITION OF SUBSIDIARIES
−Removed: Company sold its subsidiary DT, a manufacturing company in garment manufacturing segment on October 1, 2020 to a third party and sold
−Removed: HPF, a subsidiary in logistics services segment in November 2020 to another third party.
−Removed: After disposition, the two subsidiaries became
−Removed: third parties to the Company.
−Removed: The Company will not have any businesses with the two subsidiaries nor the buyers.
−Removed: The business operations,
−Removed: customers and suppliers of DT and HPF were retained by the Company;
−Removed: therefore, the disposition of the two subsidiaries did not qualify
−Removed: as discontinued operations.
−Removed: position of the entities at disposal date and gain or loss on disposal:
−Removed: Manufacturing Segment
+Added: The Company sold its subsidiary DY, the
+Added: company in property management and subleasing segment on March 1, 2023 to a third party.
+Added: After disposition, the subsidiary became third
+Added: party to the Company.
+Added: The Company will not have any business with DY nor the buyers after the disposal.
+Added: Financial position of the entities
+Added: at disposal date and gain or loss on disposal:
+Added: Property Management and Subleasing Segment
SUMMARY OF FINANCIAL POSITION OF ENTITIES AND GAIN OR LOSS ON DISPOSAL
−Removed: Financial position of DT
−Removed: September 30, 2020,
−Removed: date of disposal
−Removed: Current assets
−Removed: Noncurrent assets
−Removed: Current liabilities
−Removed: 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
−Removed: on the disposal.
−Removed: Services Segment
−Removed: Financial position of HPF
−Removed: November 16, 2020,
+Added: Financial position of DY
+Added: March 1, 2023,
date of disposal
2 unchanged sentences
Current liabilities
−Removed: 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
−Removed: on the disposal.
+Added: ( 2,032,110 )
+Added: The consideration was at the fair value
+Added: as of date of disposal, which was also the carrying value of DY, resulting no gain or loss recognized on the disposal.
RELATED PARTY TRANSACTIONS
OF RELATED PARTIES RELATIONSHIP WITH THE COMPANY
−Removed: of Related Parties
−Removed: with the Company
−Removed: CEO, and a director of the Company
−Removed: Financial Consulting (Shenzhen) Co., Ltd.
−Removed: company controlled by CEO, Mr.
−Removed: legal representative of HPF, became not a related party when HPF was disposed of in November, 2020
−Removed: legal representative of XKJ
−Removed: legal representative of YBY
−Removed: Company leases Shenzhen XKJ office rent-free from Bihua Yang.
−Removed: September 2020, the Company disposed of $ 114,229 aged inventories in HSW to Mr.
−Removed: Jinlong Huang at cost with no gain or loss recognized.
−Removed: Company had the following related party balances at the end of the years:
−Removed: OF RELATED PARTIES
+Added: Name of Related Parties
+Added: Relationship with the Company
+Added: President, CEO, and a director of the Company
+Added: Hongye Financial Consulting (Shenzhen) Co., Ltd .
+Added: A company controlled by CEO, Mr.
+Added: A legal representative of XKJ
+Added: A legal representative of YBY
+Added: Jinlong Huang
+Added: Management of HSW
+Added: The Company leases Shenzhen XKJ office
+Added: rent-free from Bihua Yang.
+Added: The Company had the following related party
+Added: balances at the end of the years:
+Added: OF AMOUNT DUE FROM RELATED PARTY
Amount due from related party
Hongye Financial Consulting (Shenzhen) Co., Ltd.
−Removed: lease of the quarter ended March 31, 2022 paid on behalf of Hongye Financial Consulting (Shenzhen) Co., Ltd.
−Removed: for the shared office in
+Added: Being lease of the quarter ended March
+Added: 31, 2022 paid on behalf of Hongye Financial Consulting (Shenzhen) Co., Ltd.
+Added: for the shared office in Shenzhen.
OF RELATED PARTIES TRANSACTIONS
1 unchanged sentence
Zhida Hong (1)
+Added: Hongye Financial Consulting (Shenzhen) Co., Ltd.
Bihua Yang (2)
1 unchanged sentence
Jinlong Huang
−Removed: decrease was due to net repayment of debt due to Zhida Hong.
−Removed: During year ended March 31, 2022, the Company received financial support
−Removed: of approximately $ 0.5 million from Zhida Hong and repaid approximately $ 0.9 million of debts due to him.
−Removed: financial support from Bihua Yang for XKJ’s daily operation.
−Removed: decrease of related party debt was mainly due to the repayment of the debt.
−Removed: borrowing balances of related party are unsecured, non-interest bearing and repayable on demand.
−Removed: consist of the following as of March 31, 2022 and 2021:
+Added: Total Related party
+Added: Being interest free loan as financial support from Zhida Hong to daily operation of the Company.
+Added: Being financial support from Bihua Yang for XKJ’s daily operation.
+Added: The decrease of related party debt was mainly due to the repayment of the debt.
+Added: The borrowing balances of related parties
+Added: are unsecured, non-interest bearing and repayable on demand.
+Added: RESTRICTED CASH
+Added: The proceeds from issuance of
+Added: the convertible note and warrants were deposited in a Holder Master Restricted Account with East West Bank controlled by the holders
+Added: of the convertible note and warrants.
+Added: The restricted cash will be released, over the period from the issuance date to the maturity date of the convertible note, when control account release events occur, which
+Added: (i) the Company’s receipt of a notice by the Holder electing to voluntarily effect a release of cash to the Company;
+Added: (ii) the shareholder approval and registration of the new authorized shares according to the Securities Purchase Agreement;
+Added: (iii) any conversion of the convertible note.
+Added: DEBT SECURITIES HELD-TO-MATURITY
+Added: OF DEBT SECURITIES HELD TO MATURITY
+Added: March 31, 2023
+Added: March 31, 2022
+Added: Debt securities held-to-maturity
+Added: The Company purchased a note
+Added: issued by a third-party investment company on August 24, 2022.
+Added: The principal amount of the note is $ 17,500,000 .
+Added: The note is renewable with one-year tenor on August 23, 2023 and 2.5 %
+Added: As of March 31, 2023, the coupon receivable is $ 218,750 .
+Added: Inventories consist of the following
+Added: as of March 31, 2023 and 2022:
OF INVENTORIES
4 unchanged sentences
ADVANCES TO SUPPLIERS
−Removed: Company has made advances to third-party suppliers in advance of receiving inventory parts.
−Removed: These advances are generally made to expedite
−Removed: the delivery of required inventory when needed and to help to ensure priority and preferential pricing on such inventory.
−Removed: advanced to suppliers are fully refundable on demand.
−Removed: Company reviews a supplier’s credit history and background information before advancing a payment.
−Removed: If the financial condition of
−Removed: its suppliers were to deteriorate, resulting in an impairment of their ability to deliver goods or provide services, the Company would
−Removed: recognize bad debt expense in the period they are considered unlikely to be collected.
+Added: The Company has made advances to third-party
+Added: suppliers in advance of receiving inventory parts.
+Added: These advances are generally made to expedite the delivery of required inventory when
+Added: needed and to help to ensure priority and preferential pricing on such inventory.
+Added: The amounts advanced to suppliers are fully refundable
+Added: The Company reviews a supplier’s
+Added: credit history and background information before advancing a payment.
+Added: If the financial condition of its suppliers were to deteriorate,
+Added: resulting in an impairment of their ability to deliver goods or provide services, the Company would recognize bad debt expense in the
+Added: period they are considered unlikely to be collected.
PREPAYMENTS AND OTHER RECEIVABLES
−Removed: and other receivables consists of the following as of March 31, 2022 and 2021:
+Added: Prepayments and other receivables consist
+Added: of the following as of March 31, 2023 and 2022:
OF PREPAYMENTS AND OTHER RECEIVABLES
2 unchanged sentences
PLANT AND EQUIPMENT
−Removed: and equipment consists of the following as of March 31, 2022 and 2021:
−Removed: OF PROPERTY PLANT AND EQUIPMENT
+Added: Plant and equipment consist
+Added: of the following as of March 31, 2023 and 2022:
+Added: OF PLANT AND EQUIPMENT
Production plant
3 unchanged sentences
Plant and equipment, net
−Removed: expense for the years ended March 31, 2022 and 2021 was $ 132,152 and $ 101,014 , respectively.
+Added: Depreciation expense for the years ended
+Added: March 31, 2023 and 2022 was $ 137,818 and $ 132,152 , respectively.
+Added: LONG-TERM RECEIVABLES
+Added: The Company entered into a long-term loan agreement with an independent
+Added: third party in September 2022.
+Added: The principal to the borrower is $ 2.5 million.
+Added: The loan is interest free and will be expired in August
SHORT-TERM BANK LOAN
−Removed: August 2019, HSW entered into a facility agreement with Agricultural Bank of China and obtained a line of credit, which allows the Company
−Removed: to borrow up to approximately $ 153,172 (RMB 1,000,000 ) for daily operations.
−Removed: The loans are guaranteed at no cost by the legal representative
−Removed: As of March 31, 2022, the Company has borrowed $ 151,090 (RMB 958,079 ) (March 31, 2021:
−Removed: $ 152,607 , or RMB 1,000,000 ) under this line
−Removed: of credit with various annual interest rates from 4.34 % to 4.9 %.
+Added: In August 2019, HSW entered into a facility
+Added: agreement with Agricultural Bank of China and obtained a line of credit, which allows the Company to borrow up to approximately $ 153,172
+Added: (RMB 1,000,000 ) for daily operations.
+Added: The loans are guaranteed at no cost by the legal representative of HSW.
+Added: As of March 31, 2023, the
+Added: Company has borrowed $ 137,468 (RMB 944,255 ) (March 31, 2022:
+Added: $ 151,090 , or RMB 958,079 ) under this line of credit with various annual interest
+Added: rates from 4.34 % to 4.9 %.
The outstanding loan balance was due on September 30, 2021.
−Removed: was not able to renew the loan facility with the bank.
−Removed: The Company is negotiating with the bank on repayment schedule of the loan balance
−Removed: and interest payable.
−Removed: Income Tax (“EIT”)
−Removed: Company operates in the PRC and files tax returns in the PRC jurisdictions.
−Removed: Industrial Chain Group Co., Ltd was incorporated in the Republic of Seychelles and, under the current laws of the British Virgin Islands,
−Removed: is not subject to income taxes.
−Removed: HK was incorporated in Hong Kong and is subject to Hong Kong income tax at a progressive rate of 16.5 %.
−Removed: No provision for income taxes
−Removed: in Hong Kong has been made as Yingxi HK had no taxable income for the years ended March 31, 2022 and 2021.
−Removed: were incorporated in the PRC and is subject to the EIT tax rate of 25 %.
−Removed: No provision for income taxes in the PRC has been made as YX
−Removed: had no taxable income for the years ended March 31, 2022 and 2021.
−Removed: Company is governed by the Income Tax Laws of the PRC.
−Removed: All Yingxi’s operating companies were subject to progressive EIT rates from
−Removed: 5 % to 15 % in 2022 and 2021.
−Removed: The preferential tax rate will be expired at end of year 2022 and the EIT rate will be 25% from year 2023 .
−Removed: Company’s parent entity, Addentax Group Corp.
+Added: The Company was not able to renew the loan facility
+Added: with the bank.
+Added: The Company is negotiating with the bank on repayment schedule of the loan balance and interest payable.
+Added: Enterprise Income Tax (“EIT”)
+Added: The Company operates in the PRC
+Added: and files tax returns in the PRC jurisdictions.
+Added: Yingxi Industrial Chain Group Co., Ltd
+Added: was incorporated in the Republic of Seychelles and, under the current laws of the British Virgin Islands, is not subject to income taxes.
+Added: Yingxi HK was incorporated in Hong Kong
+Added: and is subject to Hong Kong income tax at a progressive rate of 16.5 %.
+Added: No provision for income taxes in Hong Kong has been made as Yingxi
+Added: HK had no taxable income for the years ended March 31, 2023 and 2022.
+Added: YX were incorporated in the PRC and is
+Added: subject to the EIT tax rate of 25 %.
+Added: No provision for income taxes in the PRC has been made as YX had no taxable income for the years ended
+Added: March 31, 2023 and 2022.
+Added: The Company is governed by the Income Tax
+Added: Laws of the PRC.
+Added: All Yingxi’s operating companies were subject to progressive EIT rates from 5 % to 15 % in 2023 and 2022.
+Added: The preferential
+Added: tax rate will be expired at end of year 2023 and the EIT rate will be 25% from year 2024 .
+Added: The Company’s parent entity, Addentax
is a U.S entity and is subject to the United States federal income tax.
−Removed: for income taxes in the United States has been made as Addentax Group Corp.
−Removed: had no United States taxable income for the years ended March
−Removed: 31, 2022 and 2021.
−Removed: reconciliation of income taxes computed at the PRC federal statutory tax rate applicable to the PRC, to income tax expenses are as follows:
−Removed: OF EFFECTIVE INCOME TAX RATE RECONCILIATION
+Added: No provision for income taxes in the United States
+Added: has been made as Addentax Group Corp.
+Added: had no United States taxable income for the years ended March 31, 2023 and 2022.
+Added: The reconciliation of income taxes computed
+Added: at the PRC federal statutory tax rate applicable to the PRC, to income tax expenses are as follows:
+Added: SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION
PRC statutory tax rate
Computed expected benefits
−Removed: $ ( 891,076 )
Temporary differences
2 unchanged sentences
Reported income tax expense
−Removed: of March 31, 2022, the accumulated tax losses in China amounting to $ 1.9 million (2021:
+Added: As of March 31, 2023, the accumulated tax
+Added: losses in China amounting to $ 2.1 million (2022:
$ 1.9 million) will expire in five years.
−Removed: March 31, 2022, the accumulated net operating loss carried forward in the US entity was $ 4.8 million (2021:
+Added: As of March 31, 2023, the accumulated net operating
+Added: loss carried forward in the US entity was $ 6.6 million (2021:
$ 4.8 million).
−Removed: Added Tax (“VAT”)
−Removed: accordance with the relevant taxation laws in the PRC, the normal VAT rate for domestic sales is 13 %, which is levied on the invoiced
−Removed: value of sales and is payable by the purchaser.
−Removed: The subsidiaries HSW, DT and YS enjoyed preferential VAT rate of 13 %.
−Removed: The Companies are
−Removed: required to remit the VAT they collect to the tax authority.
−Removed: A credit is available whereby VAT paid on purchases can be used to offset
−Removed: the VAT due on sales.
−Removed: services, the applicable VAT rate is 9 % under the relevant tax category for logistic company, except the branch of HPF enjoyed the preferential
−Removed: VAT rate of 3 % in 2020.
−Removed: The Company is required to pay the full amount of VAT calculated at the applicable VAT rate of the invoiced value
−Removed: of sales as required.
−Removed: A credit is available whereby VAT paid on gasoline and toll charges can be used to offset the VAT due on service
−Removed: information is consistent with how management reviews the businesses, makes investing and resource allocation decisions and assesses
−Removed: operating performance.
−Removed: The segment data presented reflects this segment structure.
−Removed: The Company reports financial and operating information
−Removed: in the following four segments:
−Removed: manufacturing .
+Added: Deferred tax assets had not been recognized in respect of any potential tax benefit that may be derived from non-capital
+Added: loss carry forward and property and equipment due to past negative evidence of previous cumulative net losses and uncertainty upon restructuring.
+Added: The management will continue to assess at each reporting period to determine the realizability of deferred tax assets.
+Added: Value Added Tax (“VAT”)
+Added: In accordance with the relevant taxation
+Added: 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.
+Added: The subsidiaries HSW, YBY, AOT, ZHJ and YS enjoyed preferential VAT rate of 13 %.
+Added: Companies are required to remit the VAT they collect
+Added: to the tax authority.
+Added: A credit is available whereby VAT paid on purchases can be used to offset the VAT due on sales.
+Added: For services, the applicable VAT rate is
+Added: 9 % under the relevant tax category for logistic company, except the branch of YXPF enjoyed the preferential VAT rate of 3 % in 2022 and
+Added: 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.
+Added: A credit is available whereby VAT paid on gasoline and toll charges can be used to offset the VAT due on service income.
+Added: CONSOLIDATED SEGMENT DATA
+Added: Segment information is consistent with
+Added: how management reviews the businesses, makes investing and resource allocation decisions and assesses operating performance.
+Added: data presented reflects this segment structure.
+Added: The Company reports financial and operating information in the following three segments:
+Added: Garment manufacturing .
Including manufacturing and distribution of garments;
−Removed: Providing logistic services;
−Removed: prevention supplies .
−Removed: Including manufacturing, distribution and trading of epidemic prevention supplies;
−Removed: management and subleasing.
−Removed: Providing shops subleasing and property management services for garment wholesalers and retailers
−Removed: in garment market.
−Removed: Company also provides general corporate services to its segments and these costs are reported as “Corporate and other”.
−Removed: information in the segment structure is presented in the following tables:
−Removed: OF SEGMENT REPORTING
Logistics services .
−Removed: Property management and leasing
+Added: Providing logistic services;
+Added: Property management and subleasing.
+Added: Providing shops subleasing and property management services for garment wholesalers and retailers in garment market.
+Added: The Company also provides general corporate
+Added: services to its segments and these costs are reported as “Corporate and other”.
+Added: The Company used to have an
+Added: operating segment named “Epidemic prevention supplies”, which included manufacturing, distribution and trading of
epidemic prevention supplies.
+Added: As the COVID-19 pandemic is near an endemic, the Company ceased to operate in the
+Added: Epidemic prevention supplies business in the first quarter of 2023.
+Added: The remaining assets of the segment were reclassified into the
+Added: “Corporate and others” segment.
+Added: The corresponding items of segment information for the earlier periods were restated to
+Added: reflect the change of the new segment structure.
+Added: Selected information in the segment structure
+Added: is presented in the following tables:
+Added: OF SEGMENT REPORTING FOR REVENUE
+Added: Revenues from external customers
+Added: Revenues from external customers
+Added: Garments manufacturing segment
+Added: Logistics services segment
+Added: Property management and subleasing
+Added: Total of reportable segments
Corporate and other
−Removed: Revenue from external customers
−Removed: Intersegment revenue
−Removed: Interest income
−Removed: Interest expense
−Removed: Depreciation and amortization
−Removed: Operating income (loss)
−Removed: Segment assets
−Removed: Expenditures for segment assets
+Added: Total consolidated revenue
+Added: Income (loss) from operations by segment
+Added: for year ended March 31, 2023 and 2022 are as follows:
+Added: SCHEDULE OF SEGMENT REPORTING FOR INCOME FROM OPERATION
+Added: Garments manufacturing segment
+Added: Logistics services segment
+Added: Property management and subleasing
+Added: Total of reportable segments
+Added: Corporate and other
+Added: Total consolidated loss from operations
+Added: Depreciation and amortization by segment
+Added: for year ended March 31, 2023 and 2022 are as follows:
+Added: OF SEGMENT REPORTING FOR DEPRECIATION AND AMORTIZATION
+Added: Garments manufacturing segment
+Added: Logistics services segment
+Added: Property management and subleasing
+Added: Total of reportable segments
+Added: Corporate and other
+Added: Total consolidated depreciation and amortization
+Added: Financial cost by segment for year ended
+Added: March 31, 2023 and 2022 are as follows:
+Added: OF SEGMENT REPORTING FOR FINANCIAL COST
+Added: Garments manufacturing segment
+Added: Logistics services segment
+Added: Property management and subleasing
+Added: Total of reportable segments
+Added: Corporate and other
+Added: Total consolidated financial cost
+Added: Total assets by segment as of March
+Added: 31, 2023 and March 31, 2022 are as follows:
+Added: SCHEDULE OF SEGMENT REPORTING FOR ASSETS
+Added: Garment manufacturing segment
+Added: Logistics services segment
+Added: Property management and subleasing
+Added: Total of reportable segments
+Added: Corporate and other
+Added: Consolidated total assets
+Added: Geographical Information
Company operates predominantly in China.
1 unchanged sentence
location of customers and long-lived assets are based on the geographical location of the assets.
−Removed: OF GEOGRAPHICAL INFORMATION
+Added: Geographic Information
+Added: SCHEDULE OF GEOGRAPHICAL INFORMATION
Long-Lived Assets
−Removed: United States
ACCRUED EXPENSES AND OTHER PAYABLES
−Removed: expenses and other payables consist of the following as of March 31, 2022 and 2021:
+Added: Accrued expenses and other payables
+Added: consist of the following as of March 31, 2023 and 2022:
OF ACCRUED EXPENSES AND OTHER PAYABLES
3 unchanged sentences
Rental payable
+Added: Interest payable
Customers’ deposits
+Added: Advance payment from shareholder
Other payables
expenses and other payables
+Added: FINANCIAL INSTRUMENTS
+Added: On January 4, 2023,
+Added: the Company entered into a series of agreements with certain accredited investors, pursuant to which the Company received a net proceed
+Added: of $ 15,000,000 in consideration of the issuance of:
+Added: senior secured convertible notes in the aggregate original principal amount of approximately $ 16.7 million with interest rate of 5 % per annum (the “Convertible Notes”);
+Added: The Convertible Notes shall be matured on July 4, 2024 .
+Added: The conversion price is $ 1.25 , subject to adjustment under several conditions.
+Added: warrants to purchase up to approximately 16.1 million shares of common stock of the Company (the “Common Stock”) until on or prior to 11:59 p.m.
+Added: (New York time) on the five-year anniversary of the closing date at an exercise price of $ 1.25 per share, also subject to adjustment under several conditions.
+Added: The Warrant is considered
+Added: a freestanding instrument issued together with the Convertible Note and measured at its issuance date fair value.
+Added: Proceeds received were
+Added: first allocated to the Warrant based on its initial fair value.
+Added: The initial fair value of the Warrant was $ 3.9 million.
+Added: The Warrant were
+Added: marked to the market with the changes in the fair value of warrant recorded in the consolidated statements of operations and comprehensive
+Added: As of March 31, 2023, the balance of the Warrant was approximately $ 2.0 million.
+Added: The Convertible Note
+Added: is classified as a liability and is subsequently stated at amortized cost with any difference between the initial carrying value and the
+Added: repayment amount as interest expenses using the effective interest method over the period from the issuance date to the maturity date.
+Added: The embedded conversion feature should be bifurcated and separately accounted for using fair value, as this embedded feature is considered
+Added: not clearly and closely related to the debt host.
+Added: The bifurcated conversion feature was recorded at fair value with the changes recorded
+Added: in the consolidated statements of operations and comprehensive loss.
+Added: The initial fair value of the embedded conversion feature was $ 1.2
+Added: As of March 31, 2023, the fair value of the conversion option was $ 0.3 million.
+Added: The Company determined
+Added: that the other embedded features do not require bifurcation as they either are clearly and closely related to the Convertible Note or
+Added: do not meet the definition of a derivative.
+Added: The total proceeds
+Added: of the Convertible Note and the Warrants, net of issuance cost, of $ 15.0 million was received by the Company in January 2023, and allocated
+Added: to each of the financial instruments as following:
+Added: FINANCIAL INSTRUMENTS
+Added: As of January 4, 2023
+Added: Derivative liabilities – Fair value of the Warrants
+Added: Derivative liabilities – Embedded conversion feature
+Added: Convertible Note
+Added: In January 2023, the Company
+Added: also granted to the placement agent a warrant as partial of agent fee to purchase 0.7
+Added: million shares of common stock of the Company.
+Added: The warrant is matured in five
+Added: years with an exercise price of $ 1.25
+Added: subject to adjustments under different conditions.
+Added: The warrant was recognized as derivative liability and the initial fair value was
+Added: As of March 31, 2023, there was not any conversion of the convertible note nor any exercise of warrants.
LEASE RIGHT-OF-USE ASSET AND LEASE LIABILITIES
−Removed: Company implemented new accounting policy according to the ASC 842, Leases, on April 1, 2019 on a modified retrospective basis and did
−Removed: not restate comparative periods.
−Removed: Under the new policy, the Company recognized approximately $ 0.06 million lease liability as well as
−Removed: right-of-use asset for all leases (with the exception of short-term leases) at the commencement date.
−Removed: Lease liabilities are measured
−Removed: at present value of the sum of remaining rental payments as of March 31, 2022, with discounted rate of 4.75 %.
−Removed: A single lease cost is
−Removed: recognized over the lease term on a generally straight-line basis.
−Removed: All cash payments of operating lease cost are classified within operating
−Removed: activities in the statement of cash flows.
−Removed: Company leases its head office.
−Removed: The lease period is 5 years with an option to extend the lease.
−Removed: The Company leases its plant and dormitory
−Removed: for 4.5 years with an option to extend the lease.
−Removed: 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
−Removed: the landlord and provides shops subleasing and property management services for garment wholesalers and retailers in the leased property.
−Removed: following table summarizes the components of lease expense:
−Removed: OF LEASE COST
+Added: The Company implemented a new
+Added: accounting policy according to the ASC 842, Leases, on April 1, 2019 on a modified retrospective basis and did not restate
+Added: comparative periods.
+Added: Under the new policy, the Company recognized approximately $ 0.06
+Added: million lease liability as well as right-of-use asset for all leases (with the exception of short-term leases) at the commencement
+Added: Lease liabilities are measured at present value of the sum of remaining rental payments as of March 31, 2023, with discounted
+Added: rate of 4.75 %.
+Added: A single lease cost is recognized over the lease term on a generally straight-line basis.
+Added: All cash payments of operating lease cost
+Added: are classified within operating activities in the statement of cash flows.
+Added: The Company leases its head office.
+Added: lease period is 5 years with an option to extend the lease.
+Added: The Company leases its plant and dormitory for 4.5 years with an option to
+Added: extend the lease.
+Added: The Company leased three floors of a commercial
+Added: building for 3 years with an option to extend the lease in Humen Town of Dongguan City from the landlord and provides shops subleasing
+Added: and property management services for garment wholesalers and retailers in the leased property.
+Added: The following table summarizes the components
+Added: of lease expense:
+Added: SCHEDULE OF LEASE COST
Operating lease cost
Short-term lease cost
−Removed: following table summarizes supplemental information related to leases:
−Removed: OF SUPPLEMENTAL INFORMATION RELATED TO LEASES
+Added: The following table summarizes supplemental
+Added: information related to leases:
+Added: SCHEDULE OF SUPPLEMENTAL INFORMATION RELATED TO LEASES
Cash paid for amounts included in the measurement of lease liabilities
1 unchanged sentence
Right-of-use assets obtained in exchange for new operating leases liabilities
+Added: Transfer of Right-of-use assets due to disposal of subsidiary
Weighted average remaining lease term - Operating leases (years)
Weighted average discount rate - Operating leases
−Removed: following table summarizes the maturity of operating lease liabilities:
−Removed: OF OPERATING LEASE LIABILITY
+Added: The following table summarizes the maturity
+Added: of operating lease liabilities:
+Added: SCHEDULE OF MATURITY OF OPERATING LEASE
Years ending March 31
1 unchanged sentence
SHARE CAPITAL AND RESERVES
−Removed: August 2020, the Company offered 747,000 common stocks to an individual investor.
−Removed: The subscription price was $ 5.00 per share.
−Removed: were all received in August 2020.
−Removed: December 31, 2020, the Company offered 600,000 common stocks to an individual investor.
−Removed: The subscription price was $ 5.00 per share.
−Removed: proceeds received will be used for working capital and other general corporate purposes.
−Removed: accordance with the relevant laws and regulations of the PRC, the subsidiary of the Company established in the PRC is required to transfer
−Removed: 10% of its profit after taxation prepared in accordance with the accounting regulations of the PRC to the statutory reserve until the
−Removed: reserve balance reaches 50% of the subsidiary’s paid-up capital.
−Removed: Such reserve may be used to offset accumulated losses or increase
−Removed: the registered capital of the subsidiary, subject to the approval from the PRC authorities, and are not available for dividend distribution
−Removed: to the shareholders .
−Removed: The amount appropriated to statutory reserve for the years ended March 31, 2022 and 2021 were $ Nil and $ 10,937 ,
−Removed: respectively.
−Removed: In November 2020, consolidated statutory reserve of $ 20,630 was transferred to additional paid in capital because there
−Removed: was no liability for the company to provide such reserve due to disposal of a subsidiary.
−Removed: The balance of paid-up statutory reserve was
−Removed: $ 13,821 as of both March 31, 2021 and 2020.
+Added: Ordinary shares
+Added: In August 2022, the Company completed its
+Added: IPO and 5,000,000 ordinary shares were issued and sold to the public, with proceeds of approximately $ 20.2 million, net of underwriter
+Added: commissions and relevant offering expenses.
+Added: In September, 2022, 391,666 shares were
+Added: issued upon cashless exercise of Underwriter Warrants.
+Added: On February 3, 2023, 3,370,000 shares were
+Added: issued as pre-delivery shares to the placement agents.
+Added: In January 2023, the Company increased
+Added: its authorized share capital and the authorized share capital is US$ 250,000 divided into 250,000,000 ordinary shares with par value of
+Added: US$ 0.001 per share.
+Added: There are 35,454,670 and 26,693,004 ordinary shares issued and outstanding at March 31, 2023 and 2022, respectively.
+Added: Statutory reserve
+Added: In accordance with the relevant laws and
+Added: regulations of the PRC, the subsidiary of the Company established in the PRC is required to transfer 10% of its profit after taxation
+Added: prepared in accordance with the accounting regulations of the PRC to the statutory reserve until the reserve balance reaches 50% of the
+Added: subsidiary’s paid-up capital.
+Added: Such reserve may be used to offset accumulated losses or increase the registered capital of the subsidiary,
+Added: subject to the approval from the PRC authorities, and are not available for dividend distribution to the shareholders .
+Added: The amount appropriated
+Added: to statutory reserve for the years ended March 31, 2023 and 2022 were $ 14,636 and $ Nil , respectively.
+Added: The balance of paid-up statutory
+Added: reserve was $ 28,457 and $ 13,821 as of March 31, 2023 and 2022, respectively.
+Added: OTHER INCOME (EXPENSES), NET
+Added: OF OTHER INCOME NET
+Added: Consultant fee income
+Added: Allowance for obsolete
+Added: Penalty income from customers’
+Added: Subsidy from government
RISKS AND UNCERTAINTIES
−Removed: and Political Risks
−Removed: Company’s operations are conducted in the PRC.
−Removed: Accordingly, the Company’s business, financial condition and results of operations
−Removed: may be influenced by the political, economic and legal environment in the PRC, and by the general state of the PRC economy.
−Removed: Company’s operations in the PRC are subject to special considerations and significant risks not typically associated with companies
−Removed: in North America and Western Europe.
−Removed: These include risks associated with, among others, the political, economic and legal environment
−Removed: and foreign currency exchange.
−Removed: The Company’s results may be adversely affected by changes in the political and social conditions
−Removed: in the PRC, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion,
−Removed: remittances abroad, and rates and methods of taxation.
−Removed: Currency Translation
−Removed: Company’s reporting currency is the U.S.
+Added: Economic and Political Risks
+Added: The Company’s operations are conducted
+Added: Accordingly, the Company’s business, financial condition and results of operations may be influenced by the political,
+Added: economic and legal environment in the PRC, and by the general state of the PRC economy.
+Added: The Company’s operations in the PRC
+Added: are subject to special considerations and significant risks not typically associated with companies in North America and Western Europe.
+Added: These include risks associated with, among others, the political, economic and legal environment and foreign currency exchange.
+Added: The Company’s
+Added: results may be adversely affected by changes in the political and social conditions in the PRC, and by changes in governmental policies
+Added: with respect to laws and regulations, anti-inflationary measures, currency conversion, remittances abroad, and rates and methods of taxation.
+Added: Foreign Currency Translation
+Added: The Company’s reporting currency
The functional currency of the parent company is the U.S.
−Removed: dollar and the functional
−Removed: currency of the Company’s operating subsidiaries is the Chinese Renminbi (“RMB”).
−Removed: For the subsidiaries whose functional
−Removed: 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
−Removed: as at March 31, 2022 and March 31, 2021, respectively.
−Removed: Revenue and expenses are translated at the average yearly exchange rates, which
−Removed: are 6.42 and 6.78 for the two years ended March 31, 2022 and 2021, respectively.
+Added: dollar and the functional currency of the Company’s
+Added: operating subsidiaries is the Chinese Renminbi (“RMB”).
+Added: For the subsidiaries whose functional currencies are the RMB, all
+Added: assets and liabilities are translated at exchange rates at the balance sheet date, which are 6.87 and 6.34 as at March 31, 2023 and March
+Added: 31, 2022, respectively.
+Added: Revenue and expenses are translated at the average yearly exchange rates, which are 6.85 and 6.42 for the two
+Added: years ended March 31, 2023 and 2022, respectively.
The equity is translated at historical exchange rates.
−Removed: Any translation adjustments resulting are not included in determining net income but are included in foreign exchange adjustments to
−Removed: other comprehensive loss, a component of equity.
−Removed: Concentration
−Removed: followings are the percentages of accounts receivable balance of the top five customers over accounts receivable for each segment as
−Removed: at March 31, 2022 and 2021.
−Removed: manufacturing segment
+Added: Any translation adjustments
+Added: resulting are not included in determining net income but are included in foreign exchange adjustments to other comprehensive loss, a component
+Added: Concentration Risks
+Added: The following are the percentages of accounts
+Added: receivable balance of the top five customers over accounts receivable for each segment as of March 31, 2023 and 2022.
+Added: Garment manufacturing segment
OF CONCENTRATION RISKS
1 unchanged sentence
March 31, 2022
−Removed: high concentration as at March 31, 2022 was mainly due to business development of a large distributor of garments.
−Removed: Management believes
−Removed: that should the Company lose any one of its major customers, it was able to sell similar products to other customers.
−Removed: services segment
+Added: The high concentration as of March 31,
+Added: 2023 was mainly due to business development of a large distributor of garments.
+Added: Management believes that should the Company lose any one
+Added: of its major customers, it was able to sell similar products to other customers.
+Added: Logistics services segment
March 31, 2023
March 31, 2022
−Removed: management and subleasing
−Removed: is no account receivable for Property management and subleasing segment as for March 31, 2022.
−Removed: prevention supplies segment
−Removed: accounts receivable of Epidemic prevention supplies segment as at March 31, 2022 was from one customer only.
−Removed: the year ended March 31, 2022, one from garment segment provided more than 10 % of total consolidated revenue of the Company, represented
−Removed: 19.3 % of total revenue of the Company.
−Removed: high concentration in year ended March 31, 2022 was mainly due to concentration of distributors in garment manufacturing business and
−Removed: epidemic prevention supplies business.
−Removed: Management believes that should the Company lose any one of its major customers, it was able to
−Removed: sell similar products to other customers.
−Removed: following tables summarized the percentages of purchases from five largest suppliers of each of the reportable segment purchase for the
−Removed: years ended March 31, 2022 and 2021.
+Added: Property management and subleasing
+Added: There is no account receivable for Property
+Added: management and subleasing segment as for March 31, 2023.
+Added: For the year ended March 31, 2023, one
+Added: customer from logistics services segment provided more than 10 % of total consolidated revenue of the Company, representing 11.4 % of total
+Added: revenue of the Company.
+Added: The following tables summarized the percentages
+Added: of purchases from five largest suppliers of each of the reportable segment purchase for the years ended March 31, 2023 and 2022.
OF PURCHASES FROM SUPPLIERS
2 unchanged sentences
Property management and subleasing
−Removed: Epidemic prevention supplies
−Removed: believes that should the Company lose any one of its major suppliers, other suppliers are available that could provide similar products
−Removed: to the Company.
−Removed: Company’s exposure to interest rate risk primarily relates to the interest expenses on our outstanding bank borrowings and the
−Removed: interest income generated by cash invested in cash deposits and liquid investments.
−Removed: As of March 31, 2022, the total outstanding borrowings
−Removed: amounted to $ 152,090 (RMB 958,079 ) with various interest rate from 4.84 % to 6.96 % p.a.
−Removed: Coronavirus Disease (COVID-19) outbreak and the measures taken to contain the spread of the pandemic have created a high level of uncertainty
−Removed: to global economic prospects and this has impacted the Company’s operations and its financial performance of the financial year
−Removed: and subsequent to the financial year end.
−Removed: the situation continues to evolve with significant level of uncertainty, the Company is unable to reasonably estimate the full financial
−Removed: impact of the COVID-19 outbreak.
−Removed: The Company is monitoring the situation closely and to mitigate the financial impact, it is conscientiously
−Removed: managing its cost by adopting an operating cost reduction strategy and conserving liquidity by working with major creditors to align
−Removed: repayment obligations with receivable collections.
+Added: Two and one suppliers provided more than
+Added: 10 % of our raw materials purchases for the years ended March 31, 2023 and 2022, respectively.
+Added: Management believes that should the Company
+Added: lose any one of its major suppliers, other suppliers are available that could provide similar products to the Company.
+Added: Interest Rate Risk
+Added: The Company’s exposure to
+Added: interest rate risk primarily relates to the interest expenses on our outstanding bank borrowings and the interest income generated
+Added: by cash invested in cash deposits and liquid investments.
+Added: As of March 31, 2023, the total outstanding borrowings amounted to $ 137,468 (RMB 944,255 )
+Added: with various interest rate from 4.34 %
SUBSEQUENT EVENTS
−Removed: is no other subsequent events have occurred that would require recognition or disclosure in the financial statements.
−Removed: Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
+Added: In April 2023, the board of directors of
+Added: the Company resolved to release BF Borgers CPA PC (“Borgers”) as independent accountants and engaged Pan-China Singapore
+Added: PAC (“Pan-China”) as the new independent auditor.
+Added: In June 2023, the Company entered into
+Added: a share purchase agreement to acquire Dongguan Hongxiang Commercial Co., Ltd.’s entire equity with the relevant sellers.
+Added: The consideration
+Added: of the acquisition was approximately RMB 3.2 million in cash.
+Added: Company effected the amendment and combination to the outstanding shares of our common stock into a lesser number of outstanding
+Added: shares (the “Reverse Stock Split Amendment”) on a ratio of one-for-ten, with effected date on June 26, 2023.
+Added: As at the date of this report, approximately $ 1.5 million of convertible note including principal and related accrued
+Added: interest were converted into approximately 2.2 million ordinary shares.
+Added: The effective average conversion price was $ 0.681 per share.
+Added: There are no other subsequent events have
+Added: occurred that would require recognition or disclosure in the financial statements.
+Added: Changes In and Disagreements with Accountants
+Added: on Accounting and Financial Disclosure
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.