What changed in this filing

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Item 1. Financial Statements

2024-02-14 compared with 2023-11-14 · 152 added, 113 removed, 561 unchanged (32% of the section changed)

Financial Statements and Supplementary Data

the three and six months ended September 30, 2023 and 2022

Consolidated Balance sheets as of September 30, 2023 (unaudited) and March 31, 2023 (audited)

Condensed Consolidated Statements of Income and Comprehensive Income for the three and six months ended September 30, 2023 and 2022 (unaudited)

Condensed Consolidated Statements of Changes in Equity for the three and six months ended September 30, 2023 and 2022 (unaudited)

Condensed Consolidated Statements of Cash Flows for the six months ended September 30, 2023 and 2022 (unaudited)

Notes to Condensed Consolidated Financial Statements for the three and six months ended September 30, 2023 and 2022 (unaudited)

the three and nine months ended December 31, 2023 and 2022

Condensed Consolidated Balance sheets as of December 31, 2023 (unaudited) and March 31, 2023 (audited)

Condensed Consolidated Statements of Income and Comprehensive Income for the three and nine months ended December 31, 2023 and 2022 (unaudited)

Condensed Consolidated Statements of Changes in Equity for the three and nine months ended December 31, 2023 and 2022 (unaudited)

Condensed Consolidated Statements of Cash Flows for the nine months ended December 31, 2023 and 2022 (unaudited)

Notes to Condensed Consolidated Financial Statements for the three and nine months ended December 31, 2023 and 2022 (unaudited)

AND SUBSIDIARIES

1 unchanged sentence

Dollars, except share data or otherwise stated)

September 30, 2023

( unaudited )

December 31, 2023 (unaudited)

March 31, 2023 (audited)

CURRENT ASSETS

29 unchanged sentences

TOTAL LIABILITIES

Common stock ($ 0.001 par value, 250,000,000 shares authorized, 4,494,979 and 35,454,670 shares issued

and outstanding at September 30 and March 31, 2023, respectively)

Common stock ($ 0.001 par value, 250,000,000 shares authorized, 4,494,979 and 35,454,670 shares issued and outstanding at December 31 and March 31, 2023, respectively)

Additional paid-in capital

10 unchanged sentences

Three months ended

Six months ended

September 30,

Nine months ended

COST OF REVENUES

2 unchanged sentences

( 3,054,193 )

( 5,023,338 )

OPERATING EXPENSES

2 unchanged sentences

( 1,685,063 )

( 1,545,865 )

Total operating expenses

( 1,817,596 )

( 1,606,020 )

INCOME (LOSS) FROM OPERATIONS

( 1,015,473 )

Fair value gain or loss

( 1,738,593 )

Interest income

1 unchanged sentence

( 2,426,064 )

Other income, net

INCOME BEFORE INCOME TAX EXPENSE

Other income (expense), net

INCOME (LOSS) BEFORE INCOME TAX EXPENSE

( 2,604,437 )

( 3,966,257 )

INCOME TAX EXPENSE

NET (LOSS)/INCOME

( 2,607,662 )

( 3,973,983 )

Foreign currency translation gain

1 unchanged sentence

$ ( 2,648,928 )

$ ( 125,250 )

$ ( 3,925,497 )

EARNINGS PER SHARE

5 unchanged sentences

Dollars, except share data or otherwise stated)

Statutory reserve

comprehensive loss

Retained earnings

(accumulated deficit)

Accumulated other

comprehensive

Statutory reserve

comprehensive loss

BALANCE AT JULY 1, 2022

BALANCE AT OCTOBER 1, 2022

$ ( 6,576,342 )

Issuance of new shares

Appropriation to Statutory Reserves

Foreign currency translation

Net income for the period

BALANCE AT SEPTEMBER 30, 2022

Net loss for the period

BALANCE AT DECEMBER 31, 2022

$ ( 6,673,191 )

BALANCE AT JULY 1, 2023

BALANCE AT OCTOBER 1, 2023

$ ( 6,817,530 )

Issuance of new shares

Additional paid-in capital from conversion of convertible debts

Appropriation to Statutory Reserves

Foreign currency translation

Net income for the period

BALANCE AT SEPTEMBER 30, 2023

Net loss for the period

( 2,607,662 )

BALANCE AT DECEMBER 31, 2023

$ ( 9,433,762 )

BALANCE AT APRIL 1, 2022

2 unchanged sentences

Issuance of new shares

Appropriation to Statutory Reserves

Foreign currency translation

Net income for the period

BALANCE AT SEPTEMBER 30, 2022

BALANCE AT DECEMBER 31, 2022

$ ( 6,673,191 )

7 unchanged sentences

Additional paid-in capital from conversion of convertible debts

Appropriation to Statutory Reserves

Foreign currency translation

Net income for the period

Net loss for the period

( 3,972,983 )

( 3,973,983 )

BALANCE AT SEPTEMBER 30, 2023

BALANCE AT DECEMBER 31, 2023

$ ( 9,433,762 )

3 unchanged sentences

Dollars, except share data or otherwise stated)

Six Months Ended September 30

Nine Months Ended December 31

CASH FLOWS FROM OPERATING ACTIVITIES:

6 unchanged sentences

Fair value gain or loss

( 1,566,592 )

Loss on debts extinguishment

9 unchanged sentences

Advances from customers

Net cash (used in) provided by operating activities

Net cash used in operating activities

$ ( 1,521,802 )

1 unchanged sentence

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchase of property and equipment

Purchase of property and equipment and intangible assets

Cash from acquired investee

Purchase of debt securities

9 unchanged sentences

Release of restricted cash

Proceeds from bank borrowings

Repayment of bank borrowings

67 unchanged sentences

Any recoveries made are recognized in profit or loss.

is no change in the accounting policies for the three months ended September 30, 2023.

is no change in the accounting policies for the three months ended December 31, 2023.

issued accounting pronouncements

50 unchanged sentences

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

Company had the following related party balances as of September 30, 2023 and March 31, 2023:

Company had the following related party balances as of December 31, 2023 and March 31, 2023:

OF AMOUNT DUE FROM RELATED PARTY

Amount due from related party

September 30, 2023

December 31, 2023

March 31, 2023

3 unchanged sentences

Related party borrowings

September 30, 2023

December 31, 2023

March 31, 2023

7 unchanged sentences

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

RESTRICTED CASH

proceeds from issuance of the convertible note and warrants were deposited in a Holder Master Restricted Account controlled by the holders

of the convertible note and warrants.

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 includes:

(i) the Company’s receipt of a notice by the

Holder electing to voluntarily effect a release of cash to the Company;

(ii) the shareholder approval and registration of the new authorized

shares according to the Securities Purchase Agreement;

and (iii) any conversion of the convertible note.

DEBT SECURITIES HELD-TO-MATURITY

OF DEBT SECURITIES HELD TO MATURITY

September 30, 2023

December 31, 2023

March 31, 2023

3 unchanged sentences

The note is renewable with one-year tenor on August 23, 2023 and 2.5 % p.a.

As of September 30, and March 31, 2023, the coupon

As of December 31, and March 31, 2023, the coupon

receivable was $ 437,500 and $ 218,750 , respectively.

1 unchanged sentence

The Company is discussing with the issuer and will determine whether to renew the note.

consist of the following as of September 30, 2023 and March 31, 2023:

Inventories consist of the following

as of December 31, 2023 and March 31, 2023:

OF INVENTORIES

September 30, 2023

December 31, 2023

March 31, 2023

13 unchanged sentences

PREPAYMENTS AND OTHER RECEIVABLES

and other receivables consist of the following as of September 30, 2023 and March 31, 2023:

and other receivables consist of the following as of December 31, 2023 and March 31, 2023:

OF PREPAYMENTS AND OTHER RECEIVABLES

September 30, 2023

December 31, 2023

March 31, 2023

6 unchanged sentences

PROPERTY, PLANT AND EQUIPMENT

plant and equipment consists of the following as of September 30, 2023 and March 31, 2023:

plant and equipment consists of the following as of December 31, 2023 and March 31, 2023:

OF PLANT AND EQUIPMENT

September 30, 2023

December 31, 2023

March 31, 2023

4 unchanged sentences

Plant and equipment, net

expense for the three and six months ended September 30, 2023 and 2022 was $ 23,019 and $ 32,948 , $ 57,002 and $ 68,832 , respectively.

expense for the three and nine months ended December 31, 2023 and 2022 was $ 29,004 and $ 33,817 , $ 86,005 and $ 102,649 , respectively.

LONG-TERM RECEIVABLES

6 unchanged sentences

The loans are guaranteed at no cost by the legal representative

As of September 30, 2023, the Company has borrowed $ 129,785 (RMB 944,255 ) (March 31, 2023:

As of December 31, 2023, the Company has borrowed $ 133,047 (RMB 944,255 ) (March 31, 2023:

$ 137,468 ) under this line of credit

with various annual interest rates from 4.34 % to 4.9 %.

The outstanding loan balance was due on September 30, 2021.

The outstanding loan balance was due on December 31, 2021.

The Company was not

2 unchanged sentences

interest payable.

February 2023, XKJ entered into a facility agreement with China Construction Bank and obtained a line of revolving credit, which

allows the Company to borrow up to approximately $ 1,268,118

(RMB 9,000,000 )

for daily operations, with Loan Prime Rate of the day prior to the draw down day.

The loans are guaranteed by the legal

representative of XKJ at no cost.

The first borrow was happened in October 2023, before that, the company didn’t exercise the

As of December 31, 2023, the Company has borrowed $ 105,677

(RMB 750,000 )

(March 31, 2023:

under this line of credit with annual interest rate of 3.9 % .

The revolving credit facility will be expired on February 1,

In December 2023, PF entered into a facility agreement with Sichuan Xinwang Bank Co., Ltd.

and obtained a line of

credit, which allows the Company to borrow up to approximately $ 70,451 (RMB 500,000 ) for daily operations.

As of December 31, 2023, the

Company has borrowed $ 70,451 (RMB 500,000 ) (March 31, 2023:

Nil ) under this line of credit with annual interest rate of 6.72 % .

facility will be expired on December 26, 2025.

Income Tax (“EIT”)

6 unchanged sentences

No provision for income taxes in Hong Kong has been made as Yingxi

HK had no taxable income for the three months ended September 30, 2023 and 2022.

HK had no taxable income for the three months ended December 31, 2023 and 2022.

our wholly owned subsidiary, were incorporated in the PRC and is subject to the EIT tax rate of 25 %.

No provision for income taxes in

the PRC has been made as YX had no taxable income for the three months ended September 30, 2023 and 2022.

the PRC has been made as YX had no taxable income for the three months ended December 31, 2023 and 2022.

Company is governed by the Income Tax Laws of the PRC.

6 unchanged sentences

had no United States taxable income for the three months

ended September 30, 2023 and 2022.

ended December 31, 2023 and 2022.

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

1 unchanged sentence

Three months ended

Six months ended

September 30,

Nine months ended

PRC statutory tax rate

15 unchanged sentences

used to offset the VAT due on sales.

services, the applicable VAT rate is 9 % under the relevant tax category for logistic company, except the branch of YXPF enjoyed the preferential

services, the applicable VAT rate is 9 % under the relevant tax category for logistic company, except the branch of PF enjoyed the preferential

VAT rate of 3 % in 2023 and 2022.

17 unchanged sentences

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

by segment for the three months ended September 30, 2023 and 2022 are as follows:

by segment for the three and nine months ended December 31, 2023 and 2022 are as follows:

OF SEGMENT REPORTING FOR REVENUE

1 unchanged sentence

Three months ended

Six months ended

September 30,

Nine months ended

Revenues from external customers

2 unchanged sentences

Property management and subleasing

Epidemic prevention supplies segment

Total of reportable segments and consolidated revenue

Intersegment revenue

Garments manufacturing segment

Income from operations by segment for the three ended September 30, 2023 and 2022 are as follows:

Total of reportable segments

Corporate and other

Total consolidated revenue

Revenues from external customers

Income from operations by segment for the three ended December 31, 2023 and 2022 are as follows:

OF SEGMENT REPORTING FOR (LOSS) INCOME FROM OPERATION

Three months ended

Six months ended

September 30,

Nine months ended

Garments manufacturing segment

1 unchanged sentence

Property management and subleasing

Epidemic prevention supplies segment

Total of reportable segments

$ ( 240,109 )

$ ( 120,383 )

Corporate and other

Total consolidated income (loss) from operations

assets by segment as of September 30, 2023 and March 31, 2023 are as follows:

( 1,015,473 )

assets by segment as of December 31, 2023 and March 31, 2023 are as follows:

SCHEDULE OF SEGMENT REPORTING FOR ASSETS

September 30, 2023

December 31, 2023

March 31, 2023

10 unchanged sentences

Three months ended

September 30,

Six months ended

September 30,

September 30, 2023

Nine months ended

December 31, 2023

March 31, 2023

17 unchanged sentences

of operations and comprehensive loss.

As of September 30, 2023, the fair value of the Warrant was $ 268,435 (March 31, 2023:

As of December 31, 2023, the fair value of the Warrant was $ 268,435 (March 31, 2023:

approximately

14 unchanged sentences

OF FINANCIAL INSTRUMENTS

As of January 4, 2023

January 4, 2023

Derivative liabilities – Fair value of the Warrants

5 unchanged sentences

The warrant was recognized as derivative liability and the initial fair value was $ 0.168 million.

movement of the Company’s convertible notes obligations were as the following for the three months ended September 30, 2023 and

movement of the Company’s convertible notes obligations were as the following for the three and nine months ended December 31,

2023 and 2022:

OF CONVERTIBLE NOTES OBLIGATION

Three months ended

September 30,

Nine months ended

Carrying value – beginning balance

1 unchanged sentence

( 4,629,520 )

Reversal of debt discount due to conversion

( 5,687,056 )

Amortization of debt discount

Deferred debt discount and cost of issuance

( 1,815,995 )

Interest charge

Carrying value – ending balance

the period, approximately $ 3.0 million of the convertible notes was converted into approximately 0.77 million ordinary shares, with average

effective conversion price of $ 3.9287 per share.

the three months ended December 31 2023, approximately $ 51,530 of the convertible notes was converted into approximately 50,298 ordinary

shares, with average effective conversion price of $ 1.0245 per share.

the nine months ended December 31 2023, approximately $ 4.6 million of the convertible notes was converted into approximately 3.11 million

ordinary shares, with average effective conversion price of $ 1.4896 per share.

July 13, 2023, the Company entered into a Waiver and Ratification Agreement with one of the holders of the Convertible Note.

1 unchanged sentence

or future claims, rights and obligations under the Convertible Note.

Company’s derivative liabilities were as the following for the three months ended September 30, 2023 and 2022:

Company’s derivative liabilities were as the following for the three and nine months ended December 31, 2023 and 2022:

OF DERIVATIVE LIABILITIES

Three months ended

September 30,

Nine months ended

Derivative liabilities –Warrants

13 unchanged sentences

Company recognized right-of-use asset as well as lease liability according to the ASC 842, Leases (with the exception of short-term leases).

Lease liabilities are measured at present value of the sum of remaining rental payments as of September 30, 2023, with discounted rate

Lease liabilities are measured at present value of the sum of remaining rental payments as of December 31, 2023, with average discounted

rate of 4.9 %.

A single lease cost is recognized over the lease term on a generally straight-line basis.

All cash payments of operating lease

cost are classified within operating activities in the statement of cash flows.

All cash payments of operating

lease cost are classified within operating activities in the statement of cash flows.

Company leases its head office.

7 unchanged sentences

Three months ended

September 30,

Six months ended

September 30,

Nine months ended

Operating lease cost

3 unchanged sentences

Three months ended

September 30,

Six months ended

September 30,

Nine months ended

Cash paid for amounts included in the measurement of lease liabilities

5 unchanged sentences

SCHEDULE OF MATURITY OF OPERATING LEASE

Years ending September 30

Years ending December 31

2028 and there after

23 unchanged sentences

currencies are the RMB, all assets and liabilities are translated at exchange rates at the balance sheet date, which was 7.10 and 6.87

as of September 30, 2023 and March 31, 2023, respectively.

Revenue and expenses are translated at the average yearly exchange rates,

which was 7.004 and 6.603 for the three months ended September 30, 2023 and 2022, respectively.

as of December 31, 2023 and March 31, 2023, respectively.

Revenue and expenses are translated at the average yearly exchange rates, which

was 7.148 and 6.603 for the three months ended December 31, 2023 and 2022, respectively.

Equity is translated at historical exchange

2 unchanged sentences

Concentration

followings are the percentages of accounts receivable balance of the top customers over accounts receivable for each segment as of September

followings are the percentages of accounts receivable balance of the top customers over accounts receivable for each segment as of December

31, 2023 and March 31, 2023.

1 unchanged sentence

OF CONCENTRATION RISKS

September 30, 2023

December 31, 2023

March 31, 2023

high concentration as of September 30, 2023 was mainly due to business development of a large distributor of garments.

high concentration as of December 31, 2023 was mainly due to business development of a large distributor of garments.

Management believes

1 unchanged sentence

services segment

September 30, 2023

December 31, 2023

March 31, 2023

management and subleasing segment

is no account receivable for Property management and subleasing segment as for September 30, and March 31, 2023.

is no account receivable for Property management and subleasing segment as for December 31, and March 31, 2023.

Concentration

the three months ended September 30, 2023, one customer from Logistics services segment provided more than 10% of total revenue of the

Company, representing 11.0 % of total revenue of the Company for the three months.

For the three months ended September 30, 2022, no customer

provided more than 10% of total revenue of the Company.

For the six months ended September 30, 2023, two customers from Logistics services

segment provided more than 10% of total revenue of the Company, representing 23.9 % of total revenue of the Company for the three months.

For the six months ended September 30, 2022, no customer provided more than 10% of total revenue of the Company.

the three months ended December 31, 2023, two customers from Logistics services segment provided more than 10 %

of total revenue of the Company, together representing 31.8 %

of total revenue of the Company for the three months.

For the three months ended December 31, 2022, one customer provided more than 10 %

of total revenue of the Company, representing 11.8 % of total revenue of the Company for the three months.

For the nine months ended December 31, 2023, one customer from Logistics services segment provided

more than 10 %

of total revenue of the Company, representing 16.5 %

of total revenue of the Company for the nine months.

For the nine months ended December 31, 2022, one customer provided more than 10 %

of total revenue of the Company, representing 10.8 % of total revenue of the Company for the nine months.

believes that should the Company lose any one of its major customers, it was able to sell similar products to other customers.

Concentration

following tables summarized the purchases from five largest suppliers of each of the reportable segments for the three months ended September

30, 2023 and 2022.

following tables summarized the purchases from five largest suppliers of each of the reportable segments for the three and nine

months ended December 31, 2023 and 2022.

OF PURCHASES FROM SUPPLIERS

Three months ended

Six months ended

September 30,

Nine months ended

Garment manufacturing segment

3 unchanged sentences

interest income generated by cash invested in cash deposits and liquid investments.

As of September 30, 2023, the total outstanding borrowings

As of December 31, 2023, the total outstanding borrowings

amounted to $ 309,175 (RMB 2,194,255 ) with various interest rate from 3.9 % to 6.72 % p.a.

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.

What changed 10-Q

Item 1. Financial Statements