What changed in this filing

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Item 1. Financial Statements

2024-08-14 compared with 2024-02-14 · 198 added, 282 removed, 431 unchanged (53% of the section changed)

Financial Statements and Supplementary Data

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)

the three months ended June 30, 2024 and 2023

Condensed Consolidated Balance sheets as of June 30, 2024 and March 31, 2024 (unaudited)

Condensed Consolidated Statements of Income and Comprehensive Income for the Three months ended June 30, 2024 and 2023 (unaudited)

Condensed Consolidated Statements of Changes in Equity for the three months ended June 30, 2024 and 2023 (unaudited)

Condensed Consolidated Statements of Cash Flows for the three months ended June 30, 2024 and 2023 (unaudited)

Notes to Condensed Consolidated Financial Statements for the three months ended June 30, 2024 and 2023 (unaudited)

AND SUBSIDIARIES

1 unchanged sentence

Dollars, except share data or otherwise stated)

December 31, 2023 (unaudited)

March 31, 2023 (audited)

June 30, 2024

March 31, 2024

CURRENT ASSETS

9 unchanged sentences

Plant and equipment, net

Operating lease right of use asset

Long-term prepayments

Restricted cash

Long-term receivables

Operating lease right of use asset

Total non-current assets

14 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 December 31 and March 31, 2023, respectively)

Common stock ($ 0.001 par value, 250,000,000 shares authorized, 6,043,769 and 5,383,769 shares issued and outstanding at June 30 and March 31, 2024, respectively)

Additional paid-in capital

10 unchanged sentences

Three months ended

Nine months ended

COST OF REVENUES

( 1,306,169 )

( 1,514,780 )

( 3,054,193 )

( 5,023,338 )

OPERATING EXPENSES

1 unchanged sentence

General and administrative

( 1,685,063 )

( 1,545,865 )

Total operating expenses

( 1,817,596 )

( 1,606,020 )

INCOME (LOSS) FROM OPERATIONS

( 1,015,473 )

(LOSS) INCOME FROM OPERATIONS

Fair value gain or loss

4 unchanged sentences

Other income (expense), net

INCOME (LOSS) BEFORE INCOME TAX EXPENSE

(LOSS) INCOME BEFORE INCOME TAX EXPENSE

( 1,220,627 )

4 unchanged sentences

( 2,728,721 )

Foreign currency translation gain

TOTAL COMPREHENSIVE INCOME (LOSS)

$ ( 2,648,928 )

Foreign currency translation gain (loss)

TOTAL COMPREHENSIVE (LOSS) INCOME

$ ( 1,206,701 )

$ ( 2,641,271 )

EARNINGS PER SHARE

EARNINGS (LOSS) PER SHARE

Basic and diluted

7 unchanged sentences

comprehensive

Statutory reserve

BALANCE AT OCTOBER 1, 2022

$ ( 6,576,342 )

Appropriation to Statutory Reserves

Foreign currency translation

Net loss for the period

BALANCE AT DECEMBER 31, 2022

BALANCE AT MARCH 31, 2023

$ ( 5,451,209 )

BALANCE AT OCTOBER 1, 2023

Issuance of new shares

Reverse stock split

( 33,655,878 )

New shares for round up of fragmental shares

Additional paid-in capital from conversion of convertible debts

Appropriation to Statutory Reserves

Foreign currency translation

Net loss for the period

Net income for the period

( 2,728,721 )

BALANCE AT DECEMBER 31, 2023

BALANCE AT JUNE 30, 2023

$ ( 8,179,930 )

BALANCE AT APRIL 1, 2022

BALANCE AT MARCH 31, 2024

$ ( 8,569,190 )

1 unchanged sentence

Issuance of new shares

Appropriation to Statutory Reserves

Foreign currency translation

Net income for the period

BALANCE AT DECEMBER 31, 2022

( 1,221,111 )

BALANCE AT APRIL 1, 2023

( 1,221,111 )

Issuance of new shares before reversed split

Reverse stock split

( 33,655,878 )

New shares for round up of fragmental shares

Issuance of new shares after reversed split

Additional paid-in capital from conversion of convertible debts

Appropriation to Statutory Reserves

Foreign currency translation

Net loss for the period

( 3,972,983 )

BALANCE AT JUNE 30, 2024

$ ( 9,790,301 )

BALANCE AT DECEMBER 31, 2023

$ ( 9,790,301 )

3 unchanged sentences

Dollars, except share data or otherwise stated)

Nine Months Ended December 31

Three Months Ended June 30

CASH FLOWS FROM OPERATING ACTIVITIES:

Net (loss) income

$ ( 1,221,111 )

$ ( 2,728,721 )

Adjustments to reconcile net income (loss) to net cash used in operating activities:

Depreciation and amortization

Amotization of convertible debt

Non-cash financial cost

Investment income

Fair value gain or loss

Loss on debts extinguishment

Gain on bargain purchase

Loss from sale of property and equipment

Changes in operating assets and liabilities

2 unchanged sentences

Other receivables

( 1,789,539 )

Accounts payables

( 1,309,228 )

Accrued expenses and other payables

5 unchanged sentences

Purchase of property and equipment and intangible assets

Cash from acquired investee

Purchase of debt securities

( 17,500,000 )

Net cash used in investing activities

$ ( 17,500,000 )

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from issue of ordinary shares

Proceeds from related party borrowings

1 unchanged sentence

( 1,831,373 )

( 3,356,829 )

Release of restricted cash

1 unchanged sentence

Repayment of bank borrowings

Cash advance to related parties

( 1,148,824 )

Repayment from related parties

Proceeds from issue of ordinary shares

Net cash provided by financing activities

NET INCREASE IN CASH AND CASH EQUIVALENTS

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

Effect of exchange rate changes on cash and cash equivalents

27 unchanged sentences

in the Company’s Annual Report on Form 10-K for the year ended March 31, 2024 filed with the Securities and Exchange Commission

(“SEC”) on June 29, 2023 (“2023 Form 10-K”).

(“SEC”) on July15, 2024 (“2023 Form 10-K”).

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

5 unchanged sentences

however actual results could differ materially from those estimates.

receivable, net

receivable, net are stated at the historical carrying amount net of allowance for doubtful accounts.

receivables are classified as financial assets subsequently measured at amortized cost.

Account receivables are recognized when the Company

becomes a party to the contractual provisions of the receivables.

They are measured, at initial recognition, at fair value plus transaction

costs, if any and are subsequently measured at amortized cost.

The amortized cost is the amount recognized on the receivable initially,

minus principal repayments, plus cumulative amortization (interest) using the effective interest method of any difference between the

initial amount and the maturity amount, adjusted for any loss allowance.

loss allowance for expected credit losses is recognized on account receivables and is updated at each reporting date.

The Company determines

the expected credit losses provisions based on ASU No.

2016-13, Financial Instruments—Credit Losses (Topic 326):

Measurement of

Credit Losses on Financial Instruments (‘‘ASC 326’’) using a modified retrospective approach which did not have

a material impact on the opening balance of accumulated deficit.

To determine expected credit losses on account receivables, the Company

will consider the historic credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions,

and an assessment of both the current and forecasted direction of conditions at the reporting date, including the time value of money,

where appropriate.

loss allowance is calculated on a collective basis for all trade and other receivables in totality.

An impairment gain or loss is recognized

in profit or loss with a corresponding adjustment to the carrying amount of account receivables, through use of a loss allowance account.

The impairment loss is included in operating expenses as a movement in credit loss allowance.

are written off when there is information indicating that the counterparty is in severe financial difficulty and there is no realistic

prospect of recovery, e.g., when the counterparty has been placed under liquidation or has entered into bankruptcy proceedings.

written off may still be subject to enforcement activities under the Company’s recovery procedures, considering legal advice where

Any recoveries made are recognized in profit or loss.

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

is no change in the accounting policies for the three months ended June 30, 2024.

issued accounting pronouncements

June 2016, the FASB issued ASU No.

2016-13, Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on

Financial Instruments.

This standard requires a financial asset (or group of financial assets) measured at amortized cost basis to be

presented at the net amount expected to be collected.

The allowance for credit losses is a valuation account that is deducted from the

amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial

This standard will be effective for the Company on April 1, 2023.

The Company is currently evaluating the impact the adoption

of this ASU will have on its consolidated financial statements.

for Convertible Instruments:

16 unchanged sentences

a significant impact on the Company’s consolidated financial statements.

BUSINESS ACQUISITION

September 2023, the Company acquired a 100 % equity interest of Dongguan Hongxiang Commercial Co., Ltd (HX), an entity engaged in property

management and subleasing services in Dongguan, Guangdong Province, for cash consideration of $ 438,470 (RMB 3.2 million).

recognized gain on bargain purchase of $ 996 .

The acquisition has been accounted under the acquisition method of accounting in accordance

with ASC 805, “Business Combinations”.

The results of HX’s operations have been included in the consolidated financial

statements since its acquisition date.

following table summarizes the fair values of the assets acquired and liabilities assumed as of the date of acquisition:

OF ASSETS ACQUIRED AND LIABILITIES ASSUMED

September 5, 2023

Other receivables

Fixed assets, net

Long-term prepayments

Advance from customers

Payroll payable

Other tax payable

Other payables

Net book value at acquisition date

Gain on bargain purchase

Purchase price

forma results of operation for this acquisition have not been presented because the effects of the acquisition were not material to the

Company’s consolidated financial results.

RELATED PARTY TRANSACTIONS

SUMMARY OF FINANCIAL POSITION OF ENTITIES AND GAIN OR LOSS ON DISPOSAL

OF RELATED PARTIES RELATIONSHIP WITH COMPANY

of Related Parties

6 unchanged sentences

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

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

Financial Consulting (Shenzhen) Co., Ltd.

provided guarantee to the consideration receivable of transfer of a debt security to a third

Company had the following related party balances as of June 30, 2024 and March 31, 2024:

OF AMOUNT DUE FROM RELATED PARTY

Amount due from related party

December 31, 2023

June 30, 2024

March 31, 2024

Zhida Hong (1)

due from related party

Bihua Yang (2)

Amount due from related

increase of related party from Hong Zhida was short term loan to Hong Zhida, which is interest free and would be repaid in one year.

increase of related party debt from Yang Bihua was mainly due to the cash paid in advance to Yang Bihua.

During the quarter ended

June 30, 2024, the Company provided a short term loan of approximately $ 0.35 million to Yang Bihua and received repayment of approximately

$ 0.25 million from him.

OF RELATED PARTIES BORROWINGS

Related party borrowings

December 31, 2023

June 30, 2024

March 31, 2024

2 unchanged sentences

Jinlong Huang

Total Related

party borrowings

cash advance to Zhida Hong to pay for new brand development fee of the Company.

interest free loan as financial support from Dewu Huang to pay for daily operating expenditures of YBY.

Related party borrowings

increase of related party from Hong Zhida was short term loan to Hong Zhida, which is interest free and would be repaid in one year.

increase of related party debt from Yang Bihua was mainly due to the cash paid in advance to Yang Bihua.

During the quarter ended

June 30, 2024, the Company provided a short term loan of approximately $ 0.35 million to Yang Bihua and received repayment of approximately

$ 0.25 million from him.

Company received financial support from Huang Dewu to fund company’s daily operation.

The decrease is mainly due to repayment

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

December 31, 2023

March 31, 2023

Debt securities held-to-maturity

securities held-to-maturity

Company purchased a note issued by a third-party investment company on August 24, 2022.

1 unchanged sentence

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

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

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

The note was matured on August 23, 2023 and was reclassified to Other receivables

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

Inventories consist of the following

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

As of June 30, and March 31, 2024, the coupon receivable

was both $ 437,500 .

On August 23, 2023, the Company entered into an agreement to transfer the principal and coupon receivable to a third

According to the agreement, the consideration receivable was $ 17,937,500 and interest free.

The debt is guaranteed by Hongye Financial

Consulting (Shenzhen) Co., Ltd., the company controlled by our CEO, Mr.

consist of the following as of June 30, and March 31, 2024:

OF INVENTORIES

December 31, 2023

June 30, 2024

March 31, 2024

13 unchanged sentences

PREPAYMENTS AND OTHER RECEIVABLES

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

and other receivables consist of the following as of June 30 and March 31, 2024:

OF PREPAYMENTS AND OTHER RECEIVABLES

December 31, 2023

June 30, 2024

March 31, 2024

Receivable of consideration on disposal of subsidiaries

Receivable of matured debt security (Note)

Receivable of consideration of convertible note issued (Note)

Other receivables

The debt security held-to-maturity was matured and was reclassified to Other receivables.

The Company is discussing with the issuer and

will determine whether to renew the note.

Prepayments and other receivables

The coupon receivable of the debt security held-to-maturity was transferred together with the principal to a third party.

It is guaranteed

by Hongye Financial Consulting (Shenzhen) Co., Ltd., a company controlled by our CEO, Mr.

PROPERTY, PLANT AND EQUIPMENT

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

OF PLANT AND EQUIPMENT

December 31, 2023

plant and equipment consists of the following as of June 30 and March 31, 2024:

OF PROPERTY PLANT AND EQUIPMENT

June 30, 2024

March 31, 2024

2 unchanged sentences

Office equipment

plant and equipment gross

accumulated depreciation

Plant and equipment, net

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.

expense for the three months ended June 30, 2024 and 2023 was $ 48,977 and $ 33,982 , respectively.

LONG-TERM RECEIVABLES

6 unchanged sentences

The loans are guaranteed at no cost by the legal representative

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 December 31, 2021.

The Company was not

able to renew the loan facility with the bank.

The Company is negotiating with the bank on repayment schedule of the loan balance and

interest payable.

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:

As of June 30, 2024, the Company has borrowed $ 129,931 (RMB 944,255 ) (March 31, 2024:

$ 130,779 ) under this line of credit with

various annual interest rates from 4.34 % to 4.9 %.

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

The Company was not able

to renew the loan facility with the bank.

The Company is negotiating with the bank on repayment schedule of the loan balance and interest

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 drawdown was in October 2023.

that, the company did not exercise the agreement.

As of June 30, 2024, the Company has borrowed $ 254,563 (RMB1, 850,000 ) (March 31, 2024:

$ 110,799 ) under this line of credit with annual interest rate of 3.9 %.

The revolving credit facility will be expired on February 1, 2026 .

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.

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 $ 68,800 (RMB 500,000 ) for daily operations.

As of June 30, 2024, the Company has borrowed $ 51,600

(RMB 375,000 ) (March 31, 2024:

$ 60,593 ) under this line of credit with annual interest rate of 16.2 %.

The loan facility will be expired

on December 26, 2025 .

March 2024, PF entered into a new facility agreement with WeBank Co., Ltd.

and obtained a line of credit, which allows the Company to

borrow up to approximately $ 137,602 (RMB 1,000,000 ) for daily operations.

As of June 30, 2024, the Company has borrowed $ 137,602 (RMB 1,000,000 )

(March 31, 2024:

$ 138,500 ) under this line of credit with annual interest rate of 8.244 %.

The loan facility will expire on March

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 December 31, 2023 and 2022.

HK had no taxable income for the three months ended June 30, 2024 and 2023.

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 December 31, 2023 and 2022.

the PRC has been made as YX had no taxable income for the three months ended June 30, 2024 and 2023.

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 December 31, 2023 and 2022.

ended June 30, 2024 and 2023.

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

Nine months ended

PRC statutory tax rate

Computed expected benefits

Computed expected benefits (expense)

Temporary differences

13 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 PF enjoyed the preferential

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

VAT rate of 3 % in 2024 and 2023.

17 unchanged sentences

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

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

by segment for the three months ended June 30, 2024 and 2023 are as follows:

OF SEGMENT REPORTING FOR REVENUE

Revenues from external customers

Three months ended

Nine months ended

Revenues from external customers

Garments manufacturing segment

from external customers

Garments manufacturing

Logistics services segment

Property management and subleasing

management and subleasing

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

Nine months ended

Garments manufacturing segment

of reportable segments and consolidated revenue

manufacturing segment

from operations by segment for the three ended June 30, 2024 and 2023 are as follows:

SCHEDULE OF SEGMENT REPORTING FOR LOSS FROM OPERATION

Garment manufacturing

Logistics services segment

Property management and subleasing

management and subleasing

Total of reportable segments

$ ( 240,109 )

consolidated income from operations

$ ( 505,016 )

Corporate and other

Total consolidated income (loss) from operations

$ ( 260,949 )

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

assets by segment as of June 30 and March 31, 2024 are as follows:

SCHEDULE OF SEGMENT REPORTING FOR ASSETS

December 31, 2023

March 31, 2024

10 unchanged sentences

Three months ended

Nine months ended

December 31, 2023

June 30, 2024

March 31, 2024

17 unchanged sentences

of operations and comprehensive loss.

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

approximately

As of June 30, 2024, the balance of the Warrant was approximately $ 0.1 million (March 31, 2024:

$ 2.0 million).

8 unchanged sentences

feature was $ 1.2 million.

As of June 30, 2024, the fair value of the conversion option was $ 0.04 million (March 31, 2024:

$ 0.04 million).

Company determined that the other embedded features do not require bifurcation as they either are clearly and closely related to the

3 unchanged sentences

OF FINANCIAL INSTRUMENTS

January 4, 2023

As of 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 and nine months ended December 31,

2023 and 2022:

Company’s convertible notes obligations were as the following for the three months ended June 39, 2024 and 2023:

OF CONVERTIBLE NOTES OBLIGATION

Three months ended

Nine months ended

Carrying value – beginning balance

Converted to ordinary shares

( 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 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.

to the agreement, the holder redeemed the full amount of $ 7.5 million for the Convertible Note and irrevocably waives any past, present

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

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

value – beginning balance

to ordinary shares

of debt discount

debt discount and cost of issuance

value – ending balance

the three months ended June 30, 2024, no convertible note was converted into ordinary shares.

During the three months ended June 30,

2023, $ 1.5 million of the convertible notes was converted into approximately 2.3 million ordinary shares, with average effective conversion

price of $ 0.6795 per share.

Company’s derivative liabilities were as the following for the three months ended March 31, 2024 and 2023:

OF DERIVATIVE LIABILITIES

Three months ended

Nine months ended

Derivative liabilities –Warrants

1 unchanged sentence

Marked to the market

( 3,053,446 )

Ending fair value

3 unchanged sentences

Remeasurement on change of convertible price

( 1,115,627 )

Marked to the market

1 unchanged sentence

Total Derivative fair value at end of period

LEASE RIGHT-OF-USE ASSET AND LEASE LIABILITIES

asset and lease liabilities

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 December 31, 2023, with average discounted

rate of 4.9 %.

Lease liabilities are measured at present value of the sum of remaining rental payments as of June 30, 2024, with discounted rate of

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.

2 unchanged sentences

for 4.5 years with an option to extend the lease.

The Company leased several floors in a commercial building for its sublease business

for 16 years with an option to extend the lease.

The Company leased several floors in a commercial building for its sublease and property

management services business for 16 years with an option to extend the lease.

Following table summarizes the components of lease expense:

SCHEDULE OF LEASE COST

SCHEDULE OF LEASE EXPENSES

Three months ended

Nine months ended

Operating lease cost

3 unchanged sentences

Three months ended

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 December 31

Years ending June 30

2029 and there after

1 unchanged sentence

( 9,593,784 )

Company subleased its leased commercial building by entering into operating leases to third party garment wholesalers and retailers.

These leases are negotiated for terms ranging from one to five years .

All leases include the term to enable upward revision of the rental

charge on an annual basis according to prevailing market conditions.

income from subleasing is disclosed in Note 13 segment data.

future minimum rental receivable under non-cancellable operating leases contracted for the reporting period are as follows:

OF FUTURE MINIMUM RENT RECEIVABLE

Years ending June 30

2029 and there after

SHARE CAPITAL

1 unchanged sentence

(the “Reverse Stock Split Amendment”) on a ratio of one-for-ten, with effected date on June 26, 2023.

April 29, 2024, the Company entered into two Private Placement Agreements (the “Agreement”) with certain individual investors

(the “Investors”) who are independent third parties, pursuant to which the Company issued to each of the investor 330,000

shares of its common stock, par value $ 0.001 per share, at a price of $ 0.98 per share (the “Common Stock”), resulting in

aggregate gross proceeds to the Company of $ 646,800 , which closed on the same day.

Pursuant to the Agreement, the Company issued an aggregate

of 660,000 unregistered shares of common stock to the Investors.

are 6,043,769 and 5,383,769 ordinary shares issued and outstanding at June 30, 2024 and March 31, 2024, respectively.

RISKS AND UNCERTAINTIES

17 unchanged sentences

currencies are the RMB, all assets and liabilities are translated at exchange rates at the balance sheet date, which was 7.27 and 7.22

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

as of June 30, 2024 and March 31, 2024, 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

Any translation adjustments resulting are not included in determining net income but are included in foreign exchange adjustments

to other comprehensive loss, a component of equity.

was 7.004 and 7.241 for the three months ended June 30, 2024 and 2023, respectively.

Equity is translated at historical exchange rates.

Any translation adjustments resulting are not included in determining net income but are included in foreign exchange adjustments to

other comprehensive loss, a component of equity.

Concentration

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

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

30, 2024 and March 31, 2024.

1 unchanged sentence

OF CONCENTRATION RISKS

December 31, 2023

June 30, 2024

March 31, 2024

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

Management believes

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

high concentration as of June 30, 2024 was mainly due to business development of a large distributor of garments.

services segment

December 31, 2023

June 30, 2024

March 31, 2024

management and subleasing segment

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

is no account receivable for Property management and subleasing segment as for June 30, and March 31, 2024.

Concentration

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.

the three months ended June 30, 2024, one customer from Logistics services segment provided more than 10 % of total revenue of the Company,

representing 16.1 % of total revenue of the Company for the three months.

the three months ended June 30, 2023, three customers from Logistics services segment provided more than 10 % of total revenue of the

Company, representing 40.6 % of total revenue of the Company for the three months.

Concentration

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.

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

30, 2024 and 2023.

OF PURCHASES FROM SUPPLIERS

Three months ended

Nine months ended

Garment manufacturing segment

3 unchanged sentences

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

As of December 31, 2023, the total outstanding borrowings

As of June 30, 2024, the total outstanding borrowings

amounted to $ 573,696 (RMB 4,169,255 ) with various interest rate from 4.34 % to 16.2 % p.a.

SUBSEQUENT EVENTS

focus on the core businesses of the Group, the Company decided to dissolve one of its subsidiaries, Zhuang Hao Jia (Dongguan) Decoration

Engineering Co., Ltd.

The dissolution is in process up to the date of this report.

July 2024, the Company entered into agreement with the holder of the convertible notes to extend the maturity date to July 4, 2025.

than the extension of the maturity date, there is no other amendment to the original note.

The original note will continue in full force

are no other subsequent events have occurred that would require recognition or disclosure in the financial statements.

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