ADDENTAX GROUP CORP. 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________ to _________________ Commission File No. 001 -41478 ADDENTAX GROUP CORP. (Exact name of registrant as specified in its charter) Nevada 35-2521028 (State or other jurisdiction of (I.R.S. Employer incorporation or formation) Identification Number) Kingkey 100, Block A , Room 4805 , Luohu District , Shenzhen City , China 518000 (Address of principal executive offices) + (86) 755 86961 405 (Registrant’s telephone number ) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock ATXG Nasdaq Capital Markets Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No As of November 14, 2024, there were 6,043,769 shares outstanding of the registrant’s common stock. TABLE OF CONTENTS PART I – FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) F-1 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 3 Item 3. Quantitative and Qualitative Disclosures About Market Risk 18 Item 4. Controls and Procedures 18 PART II – OTHER INFORMATION Item 1. Legal Proceedings 19 Item 1A. Risk Factors 19 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 19 Item 3. Defaults Upon Senior Securities 19 Item 4. Mine Safety Disclosures 19 Item 5. Other Information 19 Item 6. Exhibits 19 2 PART I – FINANCIAL INFORMATION Item 1. Financial Statements and Supplementary Data ADDENTAX GROUP CORP. FINANCIAL STATEMENTS For the three and six months ended September 30, 2024 and 2023 TABLE OF CONTENTS Condensed Consolidated Balance sheets as of September 30, 2024 (unaudited) and March 31, 2024 (audited) F-2 Condensed Consolidated Statements of Income and Comprehensive Income for the three and six months ended September 30, 2024 and 2023 (unaudited) F-3 Condensed Consolidated Statements of Changes in Equity for the three and six months ended September 30, 2024 and 2023 (unaudited) F-4 Condensed Consolidated Statements of Cash Flows for the six months ended September 30, 2024 and 2023 (unaudited) F-5 Notes to Condensed Consolidated Financial Statements for the three and six months ended September 30, 2024 and 2023 (unaudited) F-6 – F-15 F- 1 ADDENTAX GROUP CORP. AND SUBSIDIARIES UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (In U.S. Dollars, except share data or otherwise stated) (UNAUDITED) September 30, 2024 March 31, 2024 ASSETS CURRENT ASSETS Cash and cash equivalents $ 810,545 $ 816,186 Restricted cash 2,750,000 2,750,000 Accounts receivables, net 1,207,409 2,106,451 Debt securities held-to-maturity 17,500,000 17,500,000 Inventories 191,708 63,505 Prepayments and other receivables 1,667,814 1,922,996 Advances to suppliers 320,964 1,009,362 Amount due from related party 3,840,154 3,012,892 Total current assets 28,288,594 29,181,392 NON-CURRENT ASSETS Plant and equipment, net 491,706 568,854 Operating lease right of use asset 19,060,635 19,796,564 Long-term prepayments 291,027 291,938 Long-term receivables 2,500,000 2,500,000 Total non-current assets 22,343,368 23,157,356 TOTAL ASSETS $ 50,631,962 $ 52,338,748 LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term loan $ 465,067 $ 440,671 Accounts payable 79,364 359,488 Amount due to related parties 177,750 1,146,745 Advances from customers 243,717 202,567 Accrued expenses and other payables 417,273 1,372,962 Operating lease liability current portion 1,068,257 1,059,497 Total current liabilities 2,451,428 4,581,930 NON-CURRENT LIABILITIES Convertible debts 3,214,514 2,684,697 Derivative liabilities 949,791 287,955 Operating lease liability 19,226,050 18,737,066 Total non-current liabilities 23,390,355 21,709,718 TOTAL LIABILITIES $ 25,841,783 $ 26,291,648 EQUITY Common stock ($ 0.001 par value, 250,000,000 shares authorized, 6,043,769 and 5,383,769 shares issued and outstanding at September 30 and March 31, 2024, respectively) $ 6,044 $ 5,384 Additional paid-in capital 35,240,981 34,510,869 Accumulated Deficit ( 10,511,833 ) ( 8,569,190 ) Statutory reserve 37,020 37,020 Accumulated other comprehensive loss 17,967 63,017 Total equity 24,790,179 26,047,100 TOTAL LIABILITIES AND EQUITY $ 50,631,962 $ 52,338,748 See accompanying notes to the unaudited condensed consolidated financial statements. F- 2 ADDENTAX GROUP CORP. AND SUBSIDIARIES UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (In U.S. Dollars, except share data or otherwise stated) Three months ended September 30, Six months ended September 30, 2024 2023 2024 2023 REVENUES $ 1,341,478 $ 1,335,314 $ 2,192,511 $ 2,387,820 COST OF REVENUES ( 1,012,837 ) ( 932,427 ) ( 1,661,275 ) ( 1,748,024 ) GROSS PROFIT 328,641 402,887 531,236 639,796 OPERATING EXPENSES Selling and marketing ( 22,351 ) ( 37,212 ) ( 161,711 ) ( 37,212 ) General and administrative ( 551,356 ) ( 670,607 ) ( 1,119,607 ) ( 1,168,465 ) Total operating expenses ( 573,707 ) ( 707,819 ) ( 1,281,318 ) ( 1,205,677 ) INCOME (LOSS) FROM OPERATIONS ( 245,066 ) ( 304,932 ) ( 750,082 ) ( 565,881 ) Fair value gain or loss ( 531,614 ) 2,854,595 ( 397,397 ) 1,566,592 Interest income 342 1,693 710 3,417 Interest expenses ( 58,045 ) ( 603,819 ) ( 905,727 ) ( 1,896,534 ) Other income, net 113,913 ( 581,900 ) 111,399 ( 469,414 ) (LOSS) INCOME BEFORE INCOME TAX EXPENSE ( 720,470 ) 1,365,637 ( 1,941,097 ) ( 1,361,820 ) INCOME TAX EXPENSE ( 1,062 ) ( 3,237 ) ( 1,546 ) ( 4,501 ) NET (LOSS) INCOME ( 721,532 ) 1,362,400 ( 1,942,643 ) ( 1,366,321 ) Foreign currency translation gain ( 59,460 ) 2,302 ( 45,050 ) 89,752 TOTAL COMPREHENSIVE INCOME (LOSS) $ ( 780,992 ) $ 1,364,702 $ ( 1,987,693 ) $ ( 1,276,569 ) EARNINGS PER SHARE Basic and diluted ( 0.13 ) 0.37 ( 0.36 ) ( 0.37 ) Weighted average number of shares outstanding – Basic and diluted 5,360,143 3,656,442 5,360,143 3,656,442 See accompanying notes to the unaudited condensed consolidated financial statements. F- 3 ADDENTAX GROUP CORP. AND SUBSIDIARIES UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (In U.S. Dollars, except share data or otherwise stated) Retained earnings Accumulated Additional (accumulated deficit) other Common Stock paid-in Statutory comprehensive Total Shares Amount capital Unrestricted reserve loss Equity BALANCE AT JULY 1, 2023 3,739,581 $ 3,740 $ 32,406,317 $ ( 8,179,930 ) $ 28,457 $ 67,977 $ 24,326,561 Issuance of new shares 755,398 755 ( 755 ) - - - - Additional paid-in capital from conversion of convertible debts - - 1,153,366 - - - 1,153,366 Foreign currency translation - - - - - 2,302 2,302 Net income for the period - - - 1,362,400 - - 1,362,400 BALANCE AT SEPTEMBER 30, 2023 4,494,979 $ 4,495 $ 33,558,928 $ ( 6,817,530 ) $ 28,457 $ 70,279 $ 26,844,629 BALANCE AT JULY 1, 2024 6,043,769 $ 6,044 $ 35,157,009 $ ( 9,790,301 ) $ 37,020 $ 77,427 $ 25,487,199 Additional paid-in capital from conversion of convertible debts - - 83,972 - - - 83,972 Foreign currency translation - - - - - ( 59,460 ) ( 59,460 ) Net income for the period - - - ( 721,532 ) - - ( 721,532 ) BALANCE AT SEPTEMBER 30, 2024 6,043,769 $ 6,044 $ 35,240,981 $ ( 10,511,833 ) $ 37,020 $ 17,967 $ 24,790,179 BALANCE AT APRIL 1, 2023 35,454,670 $ 35,455 $ 29,528,564 $ ( 5,451,209 ) $ 28,457 $ ( 19,473 ) $ 24,121,794 Issuance of new shares before reversed split 1,940,750 1,941 ( 1,941 ) - - - - Reverse stock split ( 33,655,878 ) ( 33,656 ) 33,656 - - - - New shares for round up of fragmental shares 39 0 0 - - - - Issuance of new shares after reversed split 755,398 755 ( 755 ) - - - - Additional paid-in capital from conversion of convertible debts - - 3,999,404 - - - 3,999,404 Foreign currency translation - - - - - 89,752 89,752 Net income for the period - - - ( 1,366,321 ) - - ( 1,366,321 ) BALANCE AT SEPTEMBER 30, 2023 4,494,979 $ 4,495 $ 33,558,928 $ ( 6,817,530 ) $ 28,457 $ 70,279 $ 26,844,629 BALANCE AT APRIL 1, 2024 5,383,769 $ 5,384 $ 34,510,869 $ ( 8,569,190 ) $ 37,020 $ 63,017 $ 26,047,100 Balance 5,383,769 $ 5,384 $ 34,510,869 $ ( 8,569,190 ) $ 37,020 $ 63,017 $ 26,047,100 Issuance of new shares 660,000 660 646,140 - - - 646,800 Additional paid-in capital from conversion of convertible debts - - 83,972 - - - 83,972 Foreign currency translation - - - - - ( 45,050 ) ( 45,050 ) Net income for the period - - - ( 1,942,643 ) - - ( 1,942,643 ) BALANCE AT SEPTEMBER 30, 2024 6,043,769 $ 6,044 $ 35,240,981 $ ( 10,511,833 ) $ 37,020 $ 17,967 $ 24,790,179 Balance 6,043,769 $ 6,044 $ 35,240,981 $ ( 10,511,833 ) $ 37,020 $ 17,967 $ 24,790,179 See accompanying notes to the unaudited condensed consolidated financial statements. F- 4 ADDENTAX GROUP CORP. AND SUBSIDIARIES UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In U.S. Dollars, except share data or otherwise stated) Six Months Ended September 30 2024 2023 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ ( 1,942,643 ) $ ( 1,366,321 ) Adjustments to reconcile net income (loss) to net cash used in operating activities: Depreciation 365,733 146,106 Non-cash financial cost 878,228 1,884,984 Investment income 330,000 ( 218,750 ) Fair value gain or loss 397,398 ( 1,566,592 ) Loss on debts extinguishment - 697,318 Gain on bargain purchase - ( 975 ) Loss from sale of property and equipment 43,081 - Loss on disposal of subsidiary 334,135 - Changes in operating assets and liabilities Accounts receivable 489,599 ( 202,150 ) Inventories ( 137,062 ) 35,155 Advances to suppliers ( 50,236 ) ( 816,464 ) Other receivables ( 74,993 ) ( 76,100 ) Accounts payables ( 280,124 ) ( 12,460 ) Accrued expenses and other payables 134,732 ( 65,645 ) Advances from customers 41,150 ( 17,592 ) Net cash provided by (used in) operating activities $ 528,998 $ ( 1,579,486 ) CASH FLOWS FROM INVESTING ACTIVITIES Purchase of property and equipment and intangible assets ( 107,432 ) ( 5,274 ) Cash decreased in disposal of subsidiary ( 8,219 ) - Net cash used in investing activities $ ( 115,651 ) $ ( 5,274 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from related party borrowings 151,574 1,960,902 Repayment of related party borrowings ( 273,632 ) ( 3,112,467 ) Release of restricted cash - 3,850,000 Proceeds from bank borrowings 695,343 - Repayment of bank borrowings ( 683,638 ) - Cash advance to related parties ( 2,962,753 ) - Repayment from related parties 2,010,740 - Proceeds from issue of ordinary shares 646,800 - Net cash provided by (used in) financing activities $ ( 415,566 ) $ 2,698,435 NET INCREASE (DECREASE) IN CASH AND RESTRICTED CASH ( 2,219 ) 1,113,675 Effect of exchange rate changes on cash and cash equivalents ( 3,422 ) 67,889 Cash and restricted cash, beginning of the period 816,186 562,711 CASH AND RESTRICTED CASH, END OF THE PERIOD $ 810,545 $ 1,744,275 Supplemental disclosure of cash flow information: Cash paid during the period for interest $ 26,731 $ - Cash paid during the period for income tax $ 1,546 $ 4,501 Supplemental disclosure of non-cash investing and financing activities: Right-of-use assets obtained in exchange for operating lease obligations $ 1,233,672 $ 19,512,400 See accompanying notes to the unaudited condensed consolidated financial statements. F- 5 ADDENTAX GROUP CORP. AND SUBSIDIARIES NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 1. ORGANIZATION AND BUSINESS ACQUISITIONS ATXG and its subsidiaries (the “Company”) are engaged in the business of garments manufacturing, providing logistic services, property leasing and management service in the People’s Republic of China (“PRC” or “China”). 2. BASIS OF PRESENTATION In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments of a normal recurring nature that are necessary for a fair presentation of the results for the interim periods presented. All significant intercompany transactions and balances are eliminated in consolidation. However, the results of operations included in such financial statements may not necessarily be indicative of annual results. The Company uses the same accounting policies in preparing quarterly and annual financial statements. Certain information and footnote disclosures normally included in the annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended March 31, 2024 filed with the Securities and Exchange Commission (“SEC”) on July 15, 2024 (“2023 Form 10-K”). 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made; however actual results could differ materially from those estimates. There is no change in the accounting policies for the six months ended September 30, 2024. Recently issued accounting pronouncements Accounting for Convertible Instruments: In August 2020, FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (ASU 2020-06), as part of its overall simplification initiative to reduce costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided to users of financial statements. Among other changes, the new guidance removes from GAAP separation models for convertible debt that require the convertible debt to be separated into a debt and equity component, unless the conversion feature is required to be bifurcated and accounted for as a derivative or the debt is issued at a substantial premium. As a result, after adopting the guidance, entities will no longer separately present such embedded conversion features in equity and will instead account for the convertible debt wholly as debt. The new guidance also requires use of the “if-converted” method when calculating the dilutive impact of convertible debt on earnings per share, which is consistent with the Company’s current accounting treatment under the current guidance. The guidance is effective for financial statements issued for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years, with early adoption permitted, but only at the beginning of the fiscal year. The Company reviews new accounting standards as issued. Management has not identified any other new standards that it believes will have a significant impact on the Company’s consolidated financial statements. F- 6 4. DISPOSITION OF SUBSIDIARIES The Company disposed of its subsidiary Shantou Yi Bai Yi Garment Co., Ltd, a PRC Company (“YBY”), a manufacturing company in garment manufacturing segment at end of August 2024 to the local management of YBY. After disposition, YBY became third party to the Company. The Company will not have any businesses with YBY. The Company will carry on the garment manufacturing segment business through other subsidiaries. The disposition of YBY did not qualify as discontinued operations. Financial position of the entities at disposal date and gain or loss on disposal: Garment Manufacturing Segment SCHEDULE OF FINANCIAL POSITION OF ENTITIES AND GAIN OR LOSS ON DISPOSAL Financial position of YBY August 31, 2024, date of disposal Current assets $ 1,165,329 Noncurrent assets 134 Current liabilities ( 863,205 ) Net assets $ 302,258 The consideration was Nil , with the reversal of related foreign currency translation reserve brought forward, resulting in a loss of $ 334,135 recognized on the disposal. 5. RELATED PARTY TRANSACTIONS SCHEDULE OF RELATED PARTIES RELATIONSHIP WITH COMPANY Name of Related Parties Relationship with the Company Zhida Hong President, CEO, and a director of the Company Hongye Financial Consulting (Shenzhen) Co., Ltd. A company controlled by CEO, Mr. Zhida Hong Bihua Yang A legal representative of XKJ Dewu Huang A legal representative of YBY, ceased to be related party at August 31, 2024 when YBY was disposed. Jinlong Huang Management of HSW The Company leases Shenzhen XKJ office rent-free from Bihua Yang. Hongye Financial Consulting (Shenzhen) Co., Ltd. provided guarantee to the consideration receivable of transfer of a debt security to a third party. The Company had the following related party balances as of September 30, 2024 and March 31, 2024: SCHEDULE OF AMOUNT DUE FROM RELATED PARTY Amount due from related party September 30, 2024 March 31, 2024 Zhida Hong (1) $ 2,847,417 $ 2,154,759 Bihua Yang (2) 992,737 858,133 Amount due from related party $ 3,840,154 $ 3,012,892 (1) The 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. (2) The increase of related party debt from Yang Bihua was mainly due to the cash paid in advance to Yang Bihua. During the quarter ended September 30, 2024, the Company provided a short term loan of approximately $0.31 million to Yang Bihua and received repayment of approximately $0.30 million from him. SCHEDULE OF RELATED PARTIES BORROWINGS Related party borrowings September 30, 2024 March 31, 2024 Hongye Financial Consulting (Shenzhen) Co., Ltd. 40,527 170,967 Dewu Huang (3) - 864,599 Jinlong Huang 137,223 111,179 Related party borrowings $ 177,750 $ 1,146,745 (1) The increase of related party debt from Hong Zhida was short term loan to Hong Zhida, which is interest free and to be repaid in one year. (2) The increase of related party debt from Yang Bihua was mainly due to the cash paid in advance to Yang Bihua. During the quarter ended September 30, 2024, the Company provided a short term loan of approximately $ 0.31 million to Yang Bihua and received repayment of approximately $ 0.3 million from him. (3) The Company received financial support from Huang Dewu to fund company’s daily operation. The decrease is because YBY was disposed of in August 2024. The borrowing balances with related parties are unsecured, non-interest bearing and repayable on demand. F- 7 6. DEBT SECURITIES HELD-TO-MATURITY SCHEDULE OF DEBT SECURITIES HELD TO MATURITY September 30, 2024 March 31, 2024 Debt securities held-to-maturity $ 17,500,000 $ 17,500,000 The Company purchased a note issued by a third-party investment company on August 24, 2022. The principal amount of the note is $ 17,500,000 . The note is renewable with one-year tenor on August 23, 2023 and 2.5 % p.a. coupon. On August 23, 2023, the Company entered into an agreement to transfer the principal and coupon receivable to a third party. During the quarter ended September 30, 2024, the Company received interest payment of $ 545,000 . As of September 30, and March 31, 2024, the coupon receivable was $ 330,000 and $ 437,500 . The debt is guaranteed by Hongye Financial Consulting (Shenzhen) Co., Ltd., the company controlled by our CEO, Mr. Hong Zhida. 7. INVENTORIES Inventories consist of the following as of September 30, 2024 and March 31, 2024: SCHEDULE OF INVENTORIES September 30, 2024 March 31, 2024 Raw materials $ 9,939 $ 20,947 Work in progress 6,836 - Finished goods 174,933 42,558 Total inventories $ 191,708 $ 63,505 8. ADVANCES TO SUPPLIERS The Company has made advances to third-party suppliers in advance of receiving inventory parts. These advances are generally made to expedite the delivery of required inventory when needed and to help to ensure priority and preferential pricing on such inventory. The amounts advanced to suppliers are fully refundable on demand. The Company reviews a supplier’s credit history and background information before advancing a payment. If the financial condition of its suppliers were to deteriorate, resulting in an impairment of their ability to deliver goods or provide services, the Company would recognize bad debt expense in the period they are considered unlikely to be collected. 9. PREPAYMENTS AND OTHER RECEIVABLES Prepayments and other receivables consist of the following as of September 30 and March 31, 2024: SCHEDULE OF PREPAYMENTS AND OTHER RECEIVABLES September 30, 2024 March 31, 2024 Prepayment 29,091 34,693 Deposit 755,345 741,465 Receivable of consideration on disposal of subsidiaries - 152,882 Receivable of interest income from debt security 330,000 437,500 Other receivables 553,378 556,456 Prepayments and other receivables $ 1,667,814 $ 1,922,996 10. PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment consists of the following as of September 30 and March 31, 2024: SCHEDULE OF PROPERTY PLANT AND EQUIPMENT September 30, 2024 March 31, 2024 Production plant $ 106,809 $ 105,738 Motor vehicles 846,852 1,047,121 Office equipment 53,997 52,486 Property, plant and equipment gross 1,007,659 1,205,345 Less: accumulated depreciation ( 515,953 ) ( 636,491 ) Plant and equipment, net $ 491,706 $ 568,854 Depreciation expense for the three and six months ended September 30, 2024 and 2023 was $ 26,942 and $ 23,019 , $ 75,919 and $ 57,002 , respectively. F- 8 11. LONG-TERM RECEIVABLES The Company entered into a long-term loan agreement with an independent third party in September 2022. The principal to the borrower is $ 2.5 million. The loan is interest free and will expire in August 2025. 12. SHORT-TERM BANK LOAN In August 2019, HSW entered into a facility agreement with Agricultural Bank of China and obtained a line of credit, which allows the Company to borrow up to approximately $ 153,172 (RMB 1,000,000 ) for daily operations. The loans are guaranteed at no cost by the legal representative of HSW. As of September 30, 2024, the Company has borrowed $ 134,545 (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 payable. In 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. Before that, the company did not exercise the agreement. As of September 30, 2024, the Company has borrowed $ 163,862 (RMB 1,150,000 ) (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 $ 68,800 (RMB 500,000 ) for daily operations. As of September 30, 2024, the Company has borrowed $ 44,527 (RMB 312,500 ) (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 . In 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 September 30, 2024, the Company has borrowed $ 122,133 (RMB 857,143 ) (March 31, 2024: $ 138,500 ) under this line of credit with annual interest rate of 8.244 %. The loan facility will expire on March 22, 2026 . 13. TAXATION (a) Enterprise Income Tax (“EIT”) The Company operates in the PRC and files tax returns in the PRC jurisdictions. Yingxi Industrial Chain Group Co., Ltd was incorporated in the Republic of Seychelles and, under the current laws of the British Virgin Islands, is not subject to income taxes. It is a wholly owned subsidiary of Addentax Group Corp. Yingxi HK (Yingxi Industrial Chain Investment Co., Ltd.) was incorporated in Hong Kong which is indirectly wholly owned by Addentax Group Corp., and is subject to Hong Kong income tax at a progressive rate of 16.5 %. No provision for income taxes in Hong Kong has been made as Yingxi HK had no taxable income for the three months ended September 30, 2024 and 2023. YX, our wholly owned subsidiary, was 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, 2024 and 2023. The Company is governed by the Income Tax Laws of the PRC. All Yingxi’s operating companies were subject to progressive EIT rates from 5 % to 15 % in 2024 and 2023. The preferential tax rate will be expired at end of year 2024 and the EIT rate will be 25% from year 2025. The Company’s parent entity, Addentax Group Corp. is a U.S entity and is subject to the United States federal income tax. No provision for income taxes in the United States has been made as Addentax Group Corp. had no United States taxable income for the three months ended September 30, 2024 and 2023. F- 9 The reconciliation of income taxes computed at the PRC statutory tax rate applicable to the PRC, to income tax expenses are as follows: SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION Three months ended Six months ended September 30, September 30, 2024 2023 2024 2023 PRC statutory tax rate 25 % 25 % 25 % 25 % Computed expected benefits ( 180,118 ) 341,409 ( 485,275 ) ( 340,456 ) Temporary differences ( 30,436 ) ( 30,918 ) ( 6,245 ) ( 24,768 ) Permanent difference ( 78,809 ) ( 75,814 ) ( 46,196 ) 6,312 Changes in valuation allowance 290,425 ( 231,440 ) 539,262 363,413 Income tax expense $ 1,062 $ 3,237 1,546 4,501 Deferred tax assets had not been recognized in respect of any potential tax benefit that may be derived from non-capital loss carry forward and property and equipment due to past negative evidence of previous cumulative net losses and uncertainty upon restructuring. The management will continue to assess at each reporting period to determine the realizability of deferred tax assets. (b) Value Added Tax (“VAT”) In accordance with the relevant taxation laws in the PRC, the normal VAT rate for domestic sales is 13 %, which is levied on the invoiced value of sales and is payable by the purchaser. The subsidiaries HSW, YBY, AOT, ZHJ and YS enjoyed preferential VAT rate of 13 %. The companies are required to remit the VAT they collect to the tax authority. A credit is available whereby VAT paid on purchases can be used to offset the VAT due on sales. For services, the applicable VAT rate is 9 % under the relevant tax category for logistic company, except the branch of YXPF enjoyed the preferential VAT rate of 3 % in 2024 and 2023. The Company is required to pay the full amount of VAT calculated at the applicable VAT rate of the invoiced value of sales as required. A credit is available whereby VAT paid on gasoline and toll charges can be used to offset the VAT due on service income. 14. CONSOLIDATED SEGMENT DATA Segment information is consistent with how chief operating decision maker reviews the businesses, makes investing and resource allocation decisions and assesses operating performance. The segment data presented reflects this segment structure. The Company reports financial and operating information in the following four segments: (a) Garment manufacturing . Including manufacturing and distribution of garments; (b) Logistics services . Providing logistic services; and (c) Property management and subleasing. Providing shops subleasing and property management services for garment wholesalers and retailers in garment market. The Company also provides general corporate services to its segments and these costs are reported as “Corporate and others”. F- 10 Selected information in the segment structure is presented in the following tables: Revenues by segment for the three and six months ended September 30, 2024 and 2023 are as follows: SCHEDULE OF SEGMENT REPORTING FOR REVENUE Three months ended Six months ended September 30, September 30, Revenues from external customers 2024 2023 2024 2023 Garments manufacturing segment 148,470 91,218 235,072 145,091 Logistics services segment 964,429 1,186,033 1,450,936 2,184,666 Property management and subleasing 228,579 58,063 506,503 58,063 Total of reportable segments and consolidated revenue $ 1,341,478 $ 1,335,314 $ 2,192,511 $ 2,387,820 Intersegment revenue Garments manufacturing segment - - - - Loss from operations by segment for the three and six ended September 30, 2024 and 2023 are as follows: SCHEDULE OF SEGMENT REPORTING FOR LOSS FROM OPERATION Three months ended Six months ended September 30, September 30, 2024 2023 2024 2023 Garments manufacturing segment 1,622 ( 18,988 ) ( 62,023 ) ( 41,143 ) Logistics services segment 229,558 172,295 250,437 174,229 Property management and subleasing ( 201,865 ) ( 13,360 ) ( 406,298 ) ( 13,360 ) Total of reportable segments $ 29,315 $ 139,947 $ ( 217,884 ) $ 119,726 Corporate and other ( 274,381 ) ( 444,879 ) ( 532,198 ) ( 685,607 ) Total consolidated income (loss) from operations ( 245,066 ) ( 304,932 ) ( 750,082 ) ( 565,881 ) Total assets by segment as of September 30 and March 31, 2024 are as follows: SCHEDULE OF SEGMENT REPORTING FOR ASSETS Total assets September 30, 2024 March 31, 2024 Garment manufacturing segment $ 249,407 $ 1,357,761 Logistics services segment 3,277,551 3,231,492 Property management and subleasing 20,249,178 20,931,431 Total of reportable segments 23,776,136 25,520,684 Corporate and other 26,855,826 26,818,064 Consolidated total assets $ 50,631,962 $ 52,338,748 Geographical Information The Company operates predominantly in China. In presenting information on the basis of geographical location, revenue is based on the geographical location of customers and long-lived assets are based on the geographical location of the assets. Geographic Information SCHEDULE OF GEOGRAPHICAL INFORMATION Three months ended September 30, Six months ended September 30, 2024 2023 2024 2023 Revenues China 1,341,478 1,335,314 2,192,511 2,387,820 September 30, 2024 March 31, 2024 Long-Lived Assets China 22,343,368 23,157,356 F- 11 15. FINANCIAL INSTRUMENTS On January 4, 2023, the Company entered into a series of agreements with certain accredited investors, pursuant to which the Company received a net proceed of $ 15,000,000 in consideration of the issuance of: ● 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”); The Convertible Notes shall be matured on July 4, 2024 . The conversion price is $ 1.25 , subject to adjustment under several conditions. ● 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. (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. The Warrant is considered a freestanding instrument issued together with the Convertible Note and measured at its issuance date fair value. Proceeds received were first allocated to the Warrant based on its initial fair value. The initial fair value of the Warrant was $ 3.9 million. The Warrant were marked to the market with the changes in the fair value of warrant recorded in the consolidated statements of operations and comprehensive loss. As of September 30, 2024, the balance of the Warrant was approximately $ 0.3 million (March 31, 2024: $ 0.25 million). The Convertible Note is classified as a liability and is subsequently stated at amortized cost with any difference between the initial carrying value and the repayment amount as interest expenses using the effective interest method over the period from the issuance date to the maturity date. The embedded conversion feature should be bifurcated and separately accounted for using fair value, as this embedded feature is considered not clearly and closely related to the debt host. The bifurcated conversion feature was recorded at fair value with the changes recorded in the consolidated statements of operations and comprehensive loss. The initial fair value of the embedded conversion feature was $ 1.2 million. As of September 30, 2024, the fair value of the conversion option was $ 0.6 million (March 31, 2024: $ 0.04 million). The Company determined that the other embedded features do not require bifurcation as they either are clearly and closely related to the Convertible Note or do not meet the definition of a derivative. The total proceeds 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 to each of the financial instruments as following: SCHEDULE OF FINANCIAL INSTRUMENTS As of January 4, 2023 Derivative liabilities – Fair value of the Warrants $ 3,858,521 Derivative liabilities – Embedded conversion feature 1,247,500 Convertible Note 9,893,979 $ 15,000,000 In January 2023, the Company also granted to the placement agent a warrant as partial of agent fee to purchase 0.7 million shares of common stock of the Company. The warrant is matured in five years with exercise price of $ 1.25 subject to adjustments under different conditions. The warrant was recognized as derivative liability and the initial fair value was $ 0.168 million. In July 2024, the Company entered into agreement with the holder of the convertible notes to extend the maturity date to July 4, 2025. Other than the extension of the maturity date, there is no other amendment to the original note. The original note continued in full force and effect. The Company’s convertible notes obligations were as the following for the three and six months ended September 30, 2024 and 2023: SCHEDULE OF CONVERTIBLE NOTES OBLIGATION Three months ended Six months ended September 30, September 30, 2024 2023 2024 2023 Carrying value – beginning balance $ 3,518,999 $ 8,510,226 $ 2,684,697 $ 11,219,519 Converted to ordinary shares ( 82,642 ) ( 813,366 ) ( 82,642 ) ( 3,695,810 ) Redemption - ( 5,687,056 ) - ( 5,687,056 ) Amortization of debt discount - 423,215 682,648 1,337,412 Deferred debt discount and cost of issuance ( 264,186 ) ( 20,645 ) ( 263,925 ) ( 1,138,313 ) Interest charge 44,187 170,950 195,580 547,572 Carrying value – ending balance $ 3,216,358 $ 2,583,324 $ 3,216,358 $ 2,583,324 During the three and six months ended September 30, 2024, approximately $ 82,642 of the convertible note was converted into approximately 132,994 ordinary shares, with average effective conversion price of $ 0.6214 per share. During the three and six months ended September 30, 2023, approximately $ 0.8 million and $ 3.7 million of the convertible notes was converted into approximately 0.4 and 3.1 million ordinary shares, with average effective conversion price of $ 2.264 and $ 3.1442 per share. The Company’s derivative liabilities were as the following for the three and six months ended September 30, 2024 and 2023: SCHEDULE OF DERIVATIVE LIABILITIES Three months ended Six months ended September 30, September 30, 2024 2023 2024 2023 Derivative liabilities –Warrants $ $ $ $ Beginning balance 117,440 2,818,563 251,657 2,013,261 Marked to the market 184,549 ( 2,550,128 ) 50,332 ( 1,744,826 ) Ending fair value 301,989 268,435 301,989 268,435 Derivative liabilities – Embedded conversion feature Beginning balance 36,036 1,763,997 36,298 277,222 Converted to ordinary shares ( 1,330 ) ( 339,999 ) ( 1,330 ) ( 453,594 ) Remeasurement on change of convertible price 264,186 20,645 263,925 1,138,314 Redemption - ( 1,115,627 ) - ( 1,115,627 ) Marked to the market 347,065 ( 304,467 ) 347,064 178,234 Ending fair value 645,957 24,549 645,957 24,549 Total Derivative fair value at end of period $ 947,946 $ 292,984 $ 947,946 $ 292,984 F- 12 16. LEASE As a lessee Right-of-use asset and lease liabilities The Company recognized right-of-use asset as well as lease liability according to the ASC 842, Leases (with the exception of short-term leases). Lease liabilities are measured at present value of the sum of remaining rental payments as of September 30, 2024, with 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. The Company leases its head office. The lease period is 5 years with an option to extend the lease. The Company leases its plant and dormitory for 4.5 years with an option to extend the lease. The Company leased several floors in a commercial building for its sublease and property management services business for 16 years with an option to extend the lease. The following table summarizes the components of lease expense: SCHEDULE OF LEASE EXPENSES Three months ended September 30, Six months ended September 30, 2024 2023 2024 2023 Operating lease cost 265,894 31,363 524,976 74,801 Short-term lease cost 32,408 34,493 68,871 58,050 Lease Cost $ 298,302 $ 65,856 $ 593,847 $ 132,851 The following table summarizes supplemental information related to leases: SCHEDULE OF SUPPLEMENTAL INFORMATION RELATED TO LEASES Three months ended September 30, Six months ended September 30, 2024 2023 2024 2023 Cash paid for amounts included in the measurement of lease liabilities Operating cash flow from operating leases $ 298,302 $ 65,856 593,847 132,851 Right-of-use assets obtained in exchange for new operating leases liabilities 1,096,683 19,511,181 1,233,672 19,512,400 Weighted average remaining lease term - Operating leases (years) 13.9 14.9 13.9 14.9 Weighted average discount rate - Operating leases 4.90 % 4.90 % 4.90 % 4.90 % The following table summarizes the maturity of operating lease liabilities: SCHEDULE OF MATURITY OF OPERATING LEASE LIABILITY Years ending September 30 Lease cost 2025 $ 1,120,463 2026 1,023,446 2027 1,023,446 2028 2,029,793 2029 and there after 24,796,599 Total lease payments 29,993,747 Less: Interest ( 9,699,440 ) Total $ 20,294,307 As a lessor The 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. Rental income from subleasing is disclosed in Note 14 segment data. The future minimum rental receivable under non-cancellable operating leases contracted for the reporting period are as follows: SCHEDULE OF FUTURE MINIMUM RENT RECEIVABLE Years ending September 30 Lease income 2025 $ 216,211 2026 286,740 2027 334,559 2028 89,745 2029 and there after - Total $ 927,255 F- 13 17. SHARE CAPITAL The Company effected the amendment and combination to the outstanding shares of our common stock into a lesser number of outstanding shares (the “Reverse Stock Split Amendment”) on a ratio of one-for-ten, with effected date on June 26, 2023. On 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. There are 6,043,769 and 5,383,769 ordinary shares issued and outstanding at September 30, 2024 and March 31, 2024, respectively. 18. RISKS AND UNCERTAINTIES (a) Economic and Political Risks The Company’s operations are conducted in the PRC. Accordingly, the Company’s business, financial condition and results of operations may be influenced by the political, economic and legal environment in the PRC, and by the general state of the PRC economy. The Company’s operations in the PRC are subject to special considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks associated with, among others, the political, economic and legal environment and foreign currency exchange. The Company’s results may be adversely affected by changes in the political and social conditions in the PRC, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion, remittances abroad, and rates and methods of taxation. (b) Foreign Currency Translation The Company’s reporting currency is the U.S. dollar. The functional currency of the parent company is the U.S. dollar and the functional currency of the Company’s operating subsidiaries is the Chinese Renminbi (“RMB”). For the subsidiaries whose functional currencies are the RMB, all assets and liabilities are translated at exchange rates at the balance sheet date, which was 7.02 and 7.22 as of September 30, 2024 and March 31, 2024, respectively. Revenue and expenses are translated at the average yearly exchange rates, which was 7.16 and 7.004 , 7.20 and 7.12 for the three and six months ended September 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. F- 14 (c) Concentration Risks The followings are the percentages of accounts receivable balance of the top customers over accounts receivable for each segment as of September 30, 2024 and March 31, 2024. Garment manufacturing segment SCHEDULE OF CONCENTRATION RISKS September 30, 2024 March 31, 2024 Customer A 65.2 % Nil % Customer B 34.8 % 3.3 % The high concentration as of September 30, 2024 was mainly due to business development of a large distributor of garments. Logistics services segment September 30, 2024 March 31, 2024 Customer A 19.7 % 1 3.9 % Customer B 19.4 % 8.2 % Customer C 1 4.7 % 2 1.6 % Customer D 6.9 % 9 .9 % Customer E 5.5 % 2.5 % Property management and subleasing segment There is no account receivable for Property management and subleasing segment as for September 30, and March 31, 2024. Concentration on customers For the three months ended September 30, 2024, two customers from Logistics services segment provided more than 10 % of total revenue of the Company, representing 31.4 % of total revenue of the Company for the three months. For the six months ended September 30, 2024, two customers from Logistics services segment provided more than 10% of total revenue of the Company, representing 28.1 % of total revenue of the Company for the six months. For 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 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 six months. Concentration on suppliers The following tables summarized the purchases from five largest suppliers of each of the reportable segments for the three months ended September 30, 2024 and 2023. SCHEDULE OF PURCHASES FROM SUPPLIERS Three months ended Six months ended September 30, September 30, 2024 2023 2024 2023 Garment manufacturing segment 60.6 % Nil % 41.8 % Nil % Logistics services segment 100 % 100.0 % 100 % 100.0 % Property management and subleasing 100.0 % 100.0 % 100.0 % 100.0 % (d) Interest Rate Risk The Company’s exposure to interest rate risk primarily relates to the interest expenses on our outstanding bank borrowings and the interest income generated by cash invested in cash deposits and liquid investments. As of September 30, 2024, the total outstanding borrowings amounted to $ 465,067 (RMB 3,263,898 ) with various interest rate from 4.34 % to 16.2 % p.a. (Note 12) F- 15 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis of our financial condition and results of operations for the three months ended September 30, 2024 and 2023 should be read in conjunction with the Financial Statements and corresponding notes included in this Report on Form 10-Q. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations, and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under the Risk Factors and Special Note Regarding Forward-Looking Statements in this report. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” “target”, “forecast” and similar expressions to identify forward-looking statements. Overview Our Business We (Addentax Group Corp.) are a Nevada holding company with no material operations of our own. We conduct substantially all of our operations through our operating companies established in the People’s Republic of China, or the PRC, primarily Shenzhen Qianhai Yingxi Industrial Chain Service Co., Ltd. (“YX”), our wholly owned subsidiary and its subsidiaries. We are not a Chinese operating company. We are a holding company and do not directly own any substantive business operations in China. Our holding company structure involves unique risks to investors. Chinese regulatory authorities could disallow our operating structure, which would likely result in a material change in our operations and/or the value of our common stock, including that it could cause the value of such securities to significantly decline or become worthless. Our holding company, Addentax Group Corp., is listed on the Nasdaq Capital Market under the symbol of “ATXG”. We classify our businesses into three main segments: garment manufacturing, logistics services, and property management and subleasing. The Company previously engaged in the provision of epidemic prevention supplies, which included manufacturing, distribution and trading of epidemic prevention supplies. As the COVID-19 pandemic is near an endemic, the Company ceased to operate in this business in the first quarter of 2023. The remaining assets of this business segment were reclassified into the “Corporate and others” segment. The corresponding items of segment information for the earlier periods were restated to reflect the change of the new segment structure. Unless the context otherwise requires, all references in this annual report to “ Addentax ” refer to Addentax Group Corp., a holding company, and references to “ we, ” “ us, ” “ our, ” the “ Registrant ”, the “ Company, ” or “ our company ” refer to Addentax and/or its consolidated subsidiaries. Addentax Group Corp., our Nevada holding company, is the entity in which our investors are investing. Our subsidiaries include (i) Yingxi Industrial Chain Group Co., Ltd., a Republic of Seychelles company; (ii) Yingxi Industrial Chain Investment Co., Ltd., a Hong Kong company (“Yingxi HK”); (iii) Qianhai Yingxi Textile & Garments Co., Ltd., a PRC company; (iv) Shenzhen Qianhai Yingxi Industrial Chain Services Co., Ltd, a PRC company (“YX”), (v) Dongguan Heng Sheng Wei Garments Co., Ltd, a PRC company (“HSW”), (vi) Dongguan Yushang Clothing Co., Ltd, a PRC company (“YS”), (vii) Shenzhen Yingxi Peng Fa Logistic Co., Ltd., a PRC company (“PF”); (viii) Shenzhen Xin Kuai Jie Transportation Co., Ltd, a PRC company (“XKJ”), (ix) Zhuang Hao Jia (Dongguan) Decoration Engineering Co.,Ltd, a PRC company (“ZHJ”), (x) Dongguan Au Te Si Garments Co., Ltd., a PRC company (“AOT”), (xi) Dongguan Hongxiang Commercial Co., Ltd., a PRC company (“HX”). “ PRC Subsidiaries ” refer to, collectively, (i) Qianhai Yingxi Textile & Garments Co., Ltd.; (ii) Shenzhen Qianhai Yingxi Industrial Chain Services Co., Ltd (“YX”), (iii) Dongguan Heng Sheng Wei Garments Co., Ltd (“HSW”), (iv) Dongguan Yushang Clothing Co., Ltd (“YS”); (v) Shenzhen Yingxi Peng Fa Logistic Co., Ltd., a PRC company (“PF”); (vi) Shenzhen Xin Kuai Jie Transportation Co., Ltd, a PRC company (“XKJ”), (vii) Zhuang Hao Jia (Dongguan) Decoration Engineering Co.,Ltd, a PRC company (“ZHJ”), and (viii) Dongguan Aotesi Garments Co., Ltd.,, a PRC company (“AOT”), (ix) Dongguan Hongxiang Commercial Co., Ltd., a PRC company (“HX”). “ WFOE ” refers to Qianhai Yingxi Textile & Garments Co., Ltd, a wholly foreign owned enterprise in China, which is indirectly wholly owned by Addentax Group Corp. Our garment manufacturing business consists of sales made principally to wholesaler located in the PRC. We have our own manufacturing facilities, with sufficient production capacity and skilled workers on production lines to ensure that we meet our high quality control standards and timely meet the delivery requirements for our customers. We conduct our garment manufacturing operations through five wholly owned subsidiaries, namely Dongguan Heng Sheng Wei Garments Co., Ltd (“HSW”), Dongguan Yushang Clothing Co., Ltd (“YS”), Zhuang Hao Jia (Dongguan) Decoration Engineering Co.,Ltd (“ZHJ”), and Dongguan Aotesi Garments Co., Ltd., (“AOT”) , which are located in the Guangdong province, China. Our logistics business consists of delivery and courier services covering 44 cities in 10 provinces and 2 municipalities in China. Although we have our own motor vehicles and drivers, we currently outsource some of the business to our contractors. We believe outsourcing allows us to maximize our capacity and maintain flexibility while reducing capital expenditures and the costs of keeping drivers during slow seasons. We conduct our logistic operations through two wholly owned subsidiaries, namely Shenzhen Xin Kuai Jie Transportation Co., Ltd (“XKJ”) and Shenzhen Yingxi Peng Fa Logistic Co., Ltd (“PF”), which are located in the Guangdong province, China. Our property management and subleasing business provides shops subleasing and property management services for garment wholesalers and retailers in the garment market. We currently have an aggregate of 56,238 square meters floor space and provide approximately 1,300 shop space to clients. We conduct our property management and subleasing operation through a wholly owned subsidiary acquired in September 2023, namely Dongguan Hongxiang Commercial Co., Ltd., a PRC company (“HX”), which is located in the Guangdong province, China. To focus on the core businesses of the Group, the Company dissolved one of its subsidiaries, Shenzhen Yingxi Tongda Logistic Co., Ltd, in April 2024 and received approval from RPC authorities. As at the date of this report, the Company is in the process of dissolving another subsidiary, ZHJ. 3 Business Objectives Garment Manufacturing Business We believe the strength of our garment manufacturing business is mainly due to our consistent emphasis on exceptional quality and timely delivery of our products. The primary business objective for our garment manufacturing segment is to expand our customer base and improve our profit. Logistics Services Business The business objective and future plan for our logistics services segment is to establish an efficient logistic system and to build a nationwide delivery and courier network in China. As of September 30, 2024, we provide logistics services to over 44 cities in approximately 10 provinces and 2 municipalities. We expect to develop 20 additional logistics routes in existing serving cities and improve the Company’s profit for the remainder of 2024. Property Management and Subleasing Business The business objective of our property management and subleasing segment is to integrate resources in shopping mall, develop e-commerce bases and the Internet celebrity economy together to drive to increase the value of the stores in the area. The Company conduct the business through a wholly owned subsidiary acquired in September 2023, namely Dongguan Hongxiang Commercial Co., Ltd., a PRC company (“HX”). Seasonality of Business Garment Manufacturing Business We generally receive more purchase orders during our second and third quarters and fewer manufacture orders during May and June. Logistics Services Business We generally receive more delivery orders in our third and fourth quarters and are more vulnerable to shipping delays in the PRC during Chinese New Year due to traffic and port congestion, border crossing delays and customs clearance issues. Property Management and Subleasing Business There is no significant seasonality in our business. Collection Policy Garment manufacturing business For our new customers, we generally require orders placed to be backed by advances or deposits. For our long-term and established customers with good payment track records, we generally provide payment terms between 30 to 180 days following their acknowledgement of receipt of goods. Logistics services business For logistics services, we generally receive payments from the customers between 30 to 90 days following the date of the registration of our receipt of packages. Property management and subleasing business For property management and subleasing business, we generally collect rental and management fees of the following month each month in advance. 4 Economic Uncertainty Our business is dependent on consumer demand for our products and services. We believe that the significant uncertainty in the economy in China has increased our clients’ sensitivity to the cost of our products and services. We have experienced continued pricing pressure. If the economic environment becomes weak, the economic conditions could have a negative impact on our sales growth and operating margins, cash position and collection of accounts receivable. Additionally, business credit and liquidity have tightened in China. Some of our suppliers and customers may face credit issues and could experience cash flow problems and other financial hardships. These factors currently have not had an impact on the timeliness of receivable collections from our customers. We cannot predict at this time how this situation will develop and whether accounts receivable may need to be allowed for or written off in the coming quarters. Despite the various risks and uncertainties associated with the current economy in China, we believe our core strengths will continue to allow us to execute our strategy for long-term sustainable growth in revenue, net income and operating cash flow. Summary of Critical Accounting Policies We have identified critical accounting policies that, as a result of judgments, uncertainties, uniqueness and complexities of the underlying accounting standards and operation involved could result in material changes to our financial position or results of operations under different conditions or using different assumptions. Estimates and Assumptions We regularly evaluate the accounting estimates that we use to prepare our financial statements. In general, management’s estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management. Revenue Recognition Revenue is generated through sale of goods and delivery services. Revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods and services. The Company applies the following five-step model in order to determine this amount: (i) identification of the promised goods and services in the contract; (ii) determination of whether the promised goods and services are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. 5 The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Generally, the Company’s performance obligations are transferred to customers at a point in time, typically upon delivery. For all reporting periods, the Company has not disclosed the value of unsatisfied performance obligations for all product and service revenue contracts with an original expected length of one year or less, which is an optional exemption that is permitted under the adopted rules. Leases Lessee The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, other current liabilities, and operating lease liabilities in our consolidated balance sheets. Finance leases are included in property and equipment, other current liabilities, and other long-term liabilities in the consolidated balance sheets. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the leases do not provide an implicit rate, The Company generally use the incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Lessor As a lessor, the Company’s leases are classified as operating leases under ASC 842. Leases, in which the Company is the lessor, are substantially all accounted for as operating leases and the lease components and non-lease components are accounted for separately. Rental income from operating leases is recognized on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognized on a straight line basis over the lease term. Accounts receivable, net Accounts receivable, net are stated at the historical carrying amount net of allowance for doubtful accounts. Account 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. A 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. The 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. Receivables 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. Receivables written off may still be subject to enforcement activities under the Company’s recovery procedures, considering legal advice where appropriate. Any recoveries made are recognized in profit or loss. 6 Recently issued accounting pronouncements Accounting for Convertible Instruments: In August 2020, FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (ASU 2020-06), as part of its overall simplification initiative to reduce costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided to users of financial statements. Among other changes, the new guidance removes from GAAP separation models for convertible debt that require the convertible debt to be separated into a debt and equity component, unless the conversion feature is required to be bifurcated and accounted for as a derivative or the debt is issued at a substantial premium. As a result, after adopting the guidance, entities will no longer separately present such embedded conversion features in equity and will instead account for the convertible debt wholly as debt. The new guidance also requires use of the “if-converted” method when calculating the dilutive impact of convertible debt on earnings per share, which is consistent with the Company’s current accounting treatment under the current guidance. The guidance is effective for financial statements issued for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years, with early adoption permitted, but only at the beginning of the fiscal year. The Company reviews new accounting standards as issued. Management has not identified any other new standards that it believes will have a significant impact on the Company’s consolidated financial statements. Results of Operations for the three months ended September 30, 2024 and 2023 The following table summarize our results of operations for the three months ended September 30, 2024 and 2023. The table and the discussion below should be read in conjunction with our consolidated financial statements and the notes thereto appearing elsewhere in this report. Three Months Ended September 30, Changes in 2024 2024 2023 compared to 2023 (In U.S. dollars, except for percentages) Revenue $ 1,341,478 100.0 % $ 1,335,314 100 % $ 6,164 0.5 % Cost of revenues (1,012,837 ) (75.5 )% (932,427 ) (69.8 )% (80,410 ) 8.6 % Gross profit 328,641 24.5 % 402,887 30.2 % (74,246 ) (18.4 )% Operating expenses (573,707 ) (42.8 )% (707,819 ) (53.0 )% 134,112 (18.9 )% Loss from operations (245,066 ) (18.3 )% (304,932 ) (22.8 )% 59,866 (19.6 )% Other income, net 113,913 8.5 % (581,900 ) (43.6 % 695,813 (119.6 )% Fair value gain or loss (531,614 ) (39.6 )% 2,854,595 213.8 (3,386,209 ) (118.6 )% Net finance cost (57,703 ) (4.3 )% (602,126 ) (45.1 )% 544,423 (90.4 )% Income tax expense (1,062 ) (0.1 )% (3,237 ) (0.2 )% 2,175 (67.2 )% Net loss $ (721,532 ) (53.8 )% $ 1,362,400 102.0 )% $ (2,083,932 ) (153.0 )% Revenue Total revenue for the three months ended September 30, 2024 was nearly the same as compared with the three months ended September 30, 2023. Revenue generated from our garment manufacturing business contributed approximately $0.1 million, or 11.1%, of our total revenue for the three months ended September 30, 2024. Revenue generated from garment manufacturing business contributed approximately $0.1 million or 6.8% of our total revenue for the three months ended September 30, 2023, respectively. The low level of sales was mainly due to factory facilities renewal and repairs, and the remaining factories cannot provide the same capacity as previously. We estimate the capacity will recover at the fiscal year ending 2025. 7 Revenue generated from our logistics services business contributed approximately $1.0 million, or 71.9%, of our total revenue for the three months ended September 30, 2024. Revenue generated from our logistic business contributed approximately $1.2 million or 88.8% of our total revenue for the three months ended September 30, 2023. Revenue generated from our property management and subleasing business was 0.2 million, or 17.0%, of our total revenue for the three months ended September 30, 2024. The revenue from this business segment was $0.06 million or 4.3% of our total revenue for the three months ended September 30, 2023. Cost of revenue Three months ended September 30, Increase (decrease) in 2024 2023 2024 compared to 2023 (In U.S. dollars, except for percentages) Net revenue for garment manufacturing $ 148,470 100.0 % $ 91,218 100 % $ 57,252 62.8 % Raw materials 87,273 58.8 % 26,377 28.9 % 60,896 230.9 % Labor 36,428 24.5 % 46,404 50.9 % (9,976 ) (21.5 )% Other and Overhead 7,094 4.8 % 2,670 2.9 % 4,424 165.7 % Total cost of revenue for garment manufacturing 130,795 88.1 % 75,451 82.7 % 55,344 73.4 % Gross profit for garment manufacturing 17,675 11.9 % 15,767 17.3 % 1,908 12.1 % Net revenue for logistics services 964,429 100.0 % 1,186,033 100.0 % (221,604 ) (18.7 )% Fuel, toll and other cost of logistics services 511,023 53.0 % 513,789 43.3 % (2,766 ) (0.5 )% Subcontracting fees - % 338,577 28.6 % (338,577 ) (100.0 )% Total cost of revenue for logistics services 511,023 53.0 % 852,366 71.9 % (341,343 ) (40.0 )% Gross Profit for logistics services 453,406 47.0 % 333,667 28.1 % 119,739 35.9 % Net revenue for property management and subleasing 228,579 100.0 % 58,063 100.0 % 170,516 293.7 Total cost of revenue for property management and subleasing 371,019 162.3 % 4,610 7.9 % 366,409 7,948.1 Gross Profit for property management and subleasing (142,440 ) (62.3 )% 53,453 92.1 % (195,893 ) (366.5 )% Total cost of revenue $ 1,012,837 75.5 % $ 932,427 69.8 % $ 80,410 8.6 % Gross profit $ 328,641 24.5 % $ 402,887 30.2 % $ (74,246 ) (18.4 )% 8 For our garment manufacturing business, we purchase the majority of our raw materials directly from numerous local fabric and accessories suppliers. Raw material costs for our garment manufacturing business were approximately 58.8% of our total garment manufacturing business revenue for the three months ended September 30, 2024, as compared with 28.9% for the three months ended September 30, 2023. The increase in percentage was mainly due to increased orders received. Labor costs for our garment manufacturing business was approximately 24.5% of our total garment manufacturing business revenue for the three months ended September 30, 2024, as compared with 50.9% for the three months ended September 30, 2023. We maintained a sustainable level in wages, the decrease in portion of labor cost was mainly due to the increased in revenue. Overhead and other expenses for our garment manufacturing business accounted for approximately 4.8% of our total garment business revenue for the three months ended September 30, 2024, as compared with 2.9% of total garment business revenue for the three months ended September 30, 2023. For our logistic business, we outsourced some of the business to our contractors. We relied on a few subcontractors, of which the subcontracting fees to our largest contractor represented approximately nil% and 35.1% of total cost of revenues for our service segment for the three months ended September 30, 2024 and 2023, respectively. The decrease was attributed to an increase in usage of our own logistics as compared to the subcontractor. We have not experienced any disputes with our subcontractors and we believe we maintain good relationships with our contract logistics services providers. Fuel, toll and other costs for our service business for the three months ended September 30, 2024 were approximately $0.5 million as compared with $0.5 million for the three months ended September 30, 2023. Fuel, toll and other costs for our service business accounted for approximately 53.0% of our total service revenue for the three months ended September 30, 2024, as compared with 43.3% for the three months ended September 30, 2023. The increase was primarily attributable to a decrease of usage of subcontractors during the quarter. Subcontracting fees for our service business for the three months ended September 30, 2024 decreased approximately 100.0% to $nil from $0.3 million for the three months ended September 30, 2023. Subcontracting fees accounted for nil% and 28.6% of our total service business revenue in the three months ended September 30, 2024 and 2023, respectively. The decrease was primarily attributable to a decrease of usage of subcontractors during the quarter. 9 For property management and subleasing business, the cost of revenue was mainly the amortization of operating lease assets for the subleasing business. The cost of revenue for property management and subleasing business for the three months ended September 30, 2024 was $371,019, approximately 162.3% of our total property management and subleasing business revenue, as compared with $4,610, or 7.9% of the total property management and subleasing business revenue for the three months ended September 30, 2023. Gross profit Garment manufacturing business gross profit for the three months ended September 30, 2024 was $17,679, as compared with $15,767 for the three months ended September 30, 2023. Gross profit accounted for 11.9% of our total garment manufacturing business revenue for the three months ended September 30, 2024, as compared to 17.3% for the three months ended September 30, 2023. The decrease of gross profit ratio was mainly due to the increased raw material costs. Gross profit in our logistics services business for the three months ended September 30, 2024 was approximately $453,406 and gross margin was 47.0%. Gross profit in our logistics services business for the three months ended September 30, 2023 was approximately $333,667 and gross margin was 28.1%. The increase of gross profit ratio was mainly because the Company re-allocated the orders received and reduced fuel cost. Gross loss in our property management and subleasing business for the three months ended September 30, 2024 was $142,440. Gross profit was $53,453 for the three months ended September 30, 2023. Gross loss accounted for (62.3)% of our total property management and subleasing business revenue for the three months ended September 30, 2024, as compared to 92.1% for the three months ended September 30, 2023. The decrease of gross profit ratio was mainly because the property management and subleasing business are still in preliminary stage. Three months ended September 30, Increase (decrease) in 2024 2023 2024 compared to 2023 (In U.S. dollars, except for percentages) Gross profit $ 328,641 100 % $ 402,887 100 % (74,246 ) (18.4 )% Operating expenses: Selling expenses (22,351 ) (6.8 )% (37,212 ) (9.2 )% 14,861 (39.9 )% General and administrative expenses (551,356 ) (167.8 )% (670,607 ) (166.5 )% 119,251 (17.8 )% Total $ (573,707 ) (174.6 )% $ (707,819 ) (175.7 )% 134,112 (18.9 )% (Loss) Income from operations $ (245,066 ) (74.6 )% $ (304,932 ) (75.7 )% 59,866 (19.6 )% Selling, General and administrative expenses Our selling expenses for our garment manufacturing business for the three months ended September 30, 2024 and 2023 was approximately $13,400 and nil, respectively. The selling expenses for property management and subleasing business for the three months ended September 30, 2024 and 2023 was approximately $8,952 and $37,200, respectively. Selling expenses consisted primarily of advertisement, local transportation, unloading charges and product inspection charges. Our general and administrative expenses in our garment manufacturing business segment for the three months ended September 30, 2024 and 2023 was approximately $2,653 and $34,400, respectively. Our general and administrative expenses in our logistics services segment for the three months ended September 30, 2024 and 2023 was approximately $223,375 and $160,700, respectively. The general and administrative expenses in our property management and subleasing business was approximately $50,473 and nil for the three months ended September 30, 2024 and 2023, respectively. Our general and administrative expenses in our corporate office for the three months ended September 30, 2024 and 2023 was approximately $274,855 and $475,600, respectively. General and administrative expenses consisted primarily of administrative salaries, office expense, certain depreciation and amortization charges, repairs and maintenance, legal and professional fees, warehousing costs and other expenses that are not directly attributable to our revenues. 10 Total general and administrative expenses for the three months ended September 30, 2024 decreased by approximately 4.2% to $1.1 million from $1.2 million for the three months ended September 30, 2023. Loss from operations Loss from operations for the three months ended September 30, 2024 and 2023 was approximately $245,066 and $304,932, respectively. Income from operations of approximately $1,622 and loss from operation of $19,000 for the three months ended September 30, 2024 and 2023, respectively, which was attributed from our garment manufacturing segment. Income from operations of approximately $229,558 and $172,300 was attributed from our logistics services segment for the three months ended September 30, 2024 and 2023, respectively. Loss from operations of approximately $201,865 and $13,400for the three months ended September 30, 2024 and 2023, respectively, which was attributed from our property management and subleasing business. We incurred expenses from operations in corporate office of approximately $274,381 and $444,900 for the three months ended September 30, 2024 and 2023, respectively. Income Tax Expenses Income tax expense for the three months ended September 30, 2024 and 2023 was approximately $1,062 and $3,237, respectively. Yingxi primarily operates in the PRC and files tax returns in the PRC jurisdictions. Yingxi Industrial Chain Group Co., Ltd was incorporated in the Republic of Seychelles and, under the current laws of the British Virgin Islands, is not subject to income taxes. Yingxi HK was incorporated in Hong Kong and is subject to Hong Kong income tax at a progressive tax rate of 16.5%. No provision for income taxes in Hong Kong has been made as Yingxi HK had no taxable income for the three months ended September 30, 2024 and 2023. QYTG and YX were incorporated in the PRC and is subject to the PRC Enterprise Income Tax (EIT) rate is 25%. No provision for income taxes in the PRC has been made as QYTG and YX had no taxable income for the three months ended September 30, 2024 and 2023. The majority of our subsidiaries are governed by the Income Tax Laws of the PRC. All Yingxi’s operating companies are subject to progressive EIT rates from 5% to 15% in 2024. The preferential tax rates will be expired at end of year 2025. Addentax Group Corp. is a U.S. entity and is subject to the United States federal income tax. No provision for income taxes in the United States has been made as Addentax Group Corp. had no United States taxable income for the three months ended September 30, 2024 and 2023. Net Loss We incurred net loss of approximately $0.7 million and net income of $1.4 million for the three months ended September 30, 2024 and 2023, respectively. Our basic and diluted earnings per share were ($0.13) and $0.837 for the three months ended September 30, 2024 and 2023, respectively. 11 Results of Operations for the six months ended September 30, 2024 and 2023 The following table summarize our results of operations for the six months ended September 30, 2024 and 2023. The table and the discussion below should be read in conjunction with our consolidated financial statements and the notes thereto appearing elsewhere in this report. Six Months Ended September 30, Changes in 2024 2024 2023 compared to 2023 (In U.S. dollars, except for percentages) Revenue $ 2,192,511 100.0 % $ 2,387,820 100 % $ (195,309 ) (8.2 )% Cost of revenues (1,661,275 ) (75.8 )% (1,748,024 ) (73.2 )% 86,749 (5.0 )% Gross profit 531,236 24.2 % 639,796 26.8 % (108,560 ) (17.0 )% Operating expenses (1,281,318 ) (58.4 )% (1,205,677 ) (50.5 )% (75,641 ) 6.3 % Loss from operations (750,082 ) (34.2 )% (565,881 ) (23.7 )% (184,201 ) 32.6 % Other income, net 111,399 5.1 % (469,414 ) (19.7 )% 580,813 (123.7 )% Fair value gain or loss (397,397 ) (18.1 )% 1,566,592 65.6 % (1,963,988 ) (125.4 )% Net finance cost (905,018 ) (41.3 )% (1,893,117 ) (79.3 )% 988,099 (52.2 )% Income tax expense (1,546 ) (0.1 )% (4,501 ) (0.2 )% 2,955 (65.7 )% Net loss $ (1,942,643 ) (88.6 )% $ (1,366,321 ) (57.2 )% $ (576,322 ) 42.2 % Revenue Total revenue for the six months ended September 30, 2024 decreased by approximately $0.2 million, or 8.2%, as compared with the six months ended September 30, 2023. The decrease was mainly due to the decrease of $0.7 million in logistics services, increase of $0.1 million in garment manufacturing business and increase of $0.4 million in property management and subleasing business. Revenue generated from our garment manufacturing business contributed approximately $0.2 million, or 10.7%, of our total revenue for the six months ended September 30, 2024. Revenue generated from garment manufacturing business contributed approximately $0.1 million or 6.1% of our total revenue for the six months ended September 30, 2023, respectively. The low level of sales was mainly due to factory facilities renewal and repairs, and the remaining factories cannot provide the same capacity as previously. We estimate the capacity will recover at the fiscal year ending 2025. 12 Revenue generated from our logistics services business contributed approximately $1.5 million, or 66.2%, of our total revenue for the six months ended September 30, 2024. Revenue generated from our logistic business contributed approximately $2.2 million or 91.5% of our total revenue for the six months ended September 30, 2023. Revenue generated from our property management and subleasing business was 0.5 million, or 23.1%, of our total revenue for the six months ended September 30, 2024. The revenue from this business segment was $0.06 million for the six months ended September 30, 2023. Cost of revenue Six months ended September 30, Increase (decrease) in 2024 2023 2024 compared to 2023 (In U.S. dollars, except for percentages) Net revenue for garment manufacturing $ 235,072 100.0 % $ 145,091 100.0 % $ 89,981 62.0 % Raw materials 124,959 53.2 % 25,950 17.9 % 99,009 381.5 % Labor 54,524 23.2 % 93,140 64.2 % (38,616 ) (41.5 )% Other and Overhead 10,648 4.5 % 2,681 1.8 % 7,967 297.2 % Total cost of revenue for garment manufacturing 190,131 80.9 % 121,771 83.9 % 68,360 56.1 % Gross profit for garment manufacturing 44,941 19.1 % 23,320 16.1 % 21,621 92.7 % Net revenue for logistics services 1,450,936 100.0 % 2,184,666 100.0 % (733,730 ) (33.6 )% Fuel, toll and other cost of logistics services 760,319 52.4 % 1,001,219 45.8 % (240,900 ) (24.1 )% Subcontracting fees - - % 620,424 28.4 % (620,424 ) (100.0 )% Total cost of revenue for logistics services 760,319 52.4 % 1,621,643 74.2 % (861,324 ) (53.1 )% Gross Profit for logistics services 690,617 47.6 % 563,023 25.8 % 127,594 22.7 % Net revenue for property management and subleasing 506,503 100.0 % 58,063 100.0 % 448,440 772.3 Total cost of revenue for property management and subleasing 710,825 140.3 )% 4,610 7.9 % 706,215 15,319.2 Gross Profit for property management and subleasing (204,322 ) (40.3 )% 53,453 92.1 % (257,775 ) (482.2 )% Total cost of revenue $ 1,661,275 75.8 % $ 1,748,024 73.2 % $ (86,749 ) (5.0 )% Gross profit $ 531,236 24.2 % $ 639,796 26.8 % $ (108,560 ) (17.0 )% 13 For our garment manufacturing business, we purchase the majority of our raw materials directly from numerous local fabric and accessories suppliers. Raw material costs for our garment manufacturing business were approximately 53.2% of our total garment manufacturing business revenue for the six months ended September 30, 2024, as compared with 17.9% for the six months ended September 30, 2023. The increase in percentage was mainly due to the increased order received. Labor costs for our garment manufacturing business was approximately 23.2% of our total garment manufacturing business revenue for the six months ended September 30, 2024, as compared with 64.2% for the six months ended September 30, 2023. We maintained a sustainable level in wages, the decrease in portion of labor cost was mainly due to the increased in revenue. Overhead and other expenses for our garment manufacturing business accounted for approximately 4.5% of our total garment business revenue for the six months ended September 30, 2024, as compared with 1.8% of total garment business revenue for the six months ended September 30, 2023. For our logistic business, we outsourced some of the business to our contractors. We relied on a few subcontractors, which the subcontracting fees to our largest contractor represented approximately nil% and 36.1% of total cost of revenues for our service segment for the six months ended September 30, 2024 and 2023, respectively. The decrease was attributed to an increase in usage of our own logistics as compared to the subcontractor. We have not experienced any disputes with our subcontractors and we believe we maintain good relationships with our contract logistics services providers. Fuel, toll and other costs for our service business for the six months ended September 30, 2024 were approximately $0.8 million as compared with $1.0 million for the six months ended September 30, 2023. Fuel, toll and other costs for our service business accounted for approximately 52.4% of our total service revenue for the six months ended September 30, 2024, as compared with 45.8% for the six months ended September 30, 2023. The increase was primarily attributable to a decrease of usage of subcontractors during the quarter. Subcontracting fees for our service business for the six months ended September 30, 2024 decreased approximately 100.0% to $nil from $0.6 million for the six months ended September 30, 2023. Subcontracting fees accounted for nil% and 28.4% of our total service business revenue in the six months ended September 30, 2024 and 2023, respectively. The decrease was primarily attributable to a decrease of usage of subcontractors during the quarter. 14 For property management and subleasing business, the cost of revenue was mainly the amortization of operating lease assets for the subleasing business. The cost of revenue for property management and subleasing business for the six months ended September 30, 2024 was $0.7 million, approximately 140.3% of our total property management and subleasing business revenue, as compared with $$4,610 for the six months ended September 30, 2023. Gross profit Garment manufacturing business gross profit for the six months ended September 30, 2024 was $44,942, as compared with $23,300 for the six months ended September 30, 2023. Gross profit accounted for 19.1% of our total garment manufacturing business revenue for the six months ended September 30, 2024, as compared to 16.1% for the six months ended September 30, 2023. The increase of gross profit ratio was mainly due to increased sales. Gross profit in our logistics services business for the six months ended September 30, 2024 was approximately $690,617 and gross margin was 47.6%. Gross profit in our logistics services business for the six months ended September 30, 2023 was approximately $563,000 and gross margin was 25.8%. The increase of gross profit ratio was mainly because the Company re-allocated the orders received and reduced fuel cost. Gross loss in our property management and subleasing business for the six months ended September 30, 2024 was $204,323. Gross profit was $53,500 for the six months ended September 30, 2023. Gross loss accounted for (40.3)% of our total property management and subleasing business revenue for the six months ended September 30, 2024, as compared to gross profit of 16.7% for the six months ended September 30, 2023. The decrease of gross profit ratio was mainly because the property management and subleasing business are still in preliminary stage. Six months ended September 30, Increase (decrease) in 2024 2023 2024 compared to 2023 (In U.S. dollars, except for percentages) Gross profit $ 531,236 100 % $ 639,796 100 % (108,560 ) (17.0 )% Operating expenses: Selling expenses (161,711 ) (30.4 )% (37,212 ) (5.8 )% (124,499 ) 334.6 % General and administrative expenses (1,119,607 ) (210.8 )% (1,168,465 ) (182.6 )% 48,858 (4.2 )% Total $ (1,281,318 ) (241.2 )% $ (1,205,677 ) (188.4 )% (75,641 ) 6.3 % (Loss) Income from operations $ (750,082 ) (141.2 )% $ (565,881 ) (88.4 )% (184,201 ) 32.6 % Selling, General and administrative expenses Our selling expenses for our garment manufacturing business for the six months ended September 30, 2024 and 2023 was approximately $96,002 and nil, respectively. The selling expenses for property management and subleasing business for the six months ended September 30, 2024 and 2023 was approximately $65,709 and $37,200, respectively. Selling expenses consisted primarily of advertisement, local transportation, unloading charges and product inspection charges. Our general and administrative expenses in our garment manufacturing business segment for the six months ended September 30, 2024 and 2023 was approximately $10,963 and $64,100, respectively. Our general and administrative expenses in our logistics services segment for the six months ended September 30, 2024 and 2023 was approximately $439,625 and $388,100, respectively. The general and administrative expenses in our property management and subleasing business was approximately $136,266 and nil for the six months ended September 30, 2024 and 2023, respectively. Our general and administrative expenses in our corporate office for the six months ended September 30, 2024 and 2023 was approximately $532,753 and $716,300, respectively. General and administrative expenses consisted primarily of administrative salaries, office expense, certain depreciation and amortization charges, repairs and maintenance, legal and professional fees, warehousing costs and other expenses that are not directly attributable to our revenues. 15 Total general and administrative expenses for the six months ended September 30, 2024 decreased by approximately 4.2% to $1.1 million from $1.2 million for the six months ended September 30, 2023. Loss from operations Loss from operations for the six months ended September 30, 2024 and 2023 was approximately $750,082 and $565,881, respectively. Loss from operations of approximately $62,023 and $41,100 for the six months ended September 30, 2024 and 2023, respectively, which was attributed from our garment manufacturing segment. Income from operations of approximately $250,437 and $174,200 was attributed from our logistics services segment for the six months ended September 30, 2024 and 2023, respectively. Loss from operations of approximately $406,298 and $13,400 for the six months ended September 30, 2024 and 2023, respectively, which was attributed from our property management and subleasing business. We incurred expenses from operations in corporate office of approximately $532,198 and $685,600 for the six months ended September 30, 2024 and 2023, respectively. Income Tax Expenses Income tax expense for the six months ended September 30, 2024 and 2023 was approximately $1,546 and $4,501, respectively. Yingxi primarily operates in the PRC and files tax returns in the PRC jurisdictions. Yingxi Industrial Chain Group Co., Ltd was incorporated in the Republic of Seychelles and, under the current laws of the British Virgin Islands, is not subject to income taxes. Yingxi HK was incorporated in Hong Kong and is subject to Hong Kong income tax at a progressive tax rate of 16.5%. No provision for income taxes in Hong Kong has been made as Yingxi HK had no taxable income for the six months ended September 30, 2024 and 2023. QYTG and YX were incorporated in the PRC and is subject to the PRC Enterprise Income Tax (EIT) rate is 25%. No provision for income taxes in the PRC has been made as QYTG and YX had no taxable income for the six months ended September 30, 2024 and 2023. The majority of our subsidiaries are governed by the Income Tax Laws of the PRC. All Yingxi’s operating companies are subject to progressive EIT rates from 5% to 15% in 2024. The preferential tax rates will be expired at end of year 2025. Addentax Group Corp. is a U.S. entity and is subject to the United States federal income tax. No provision for income taxes in the United States has been made as Addentax Group Corp. had no United States taxable income for the six months ended September 30, 2024 and 2023. Net Loss We incurred net loss of approximately $1.9 million and $1.4 million for the six months ended September 30, 2024 and 2023, respectively. Our basic and diluted earnings per share were ($0.36) and ($0.37) for the six months ended September 30, 2024 and 2023, respectively. Summary of cash flows Summary cash flows information for the three months ended September 30, 2024 and 2023 is as follow: Six months ended September 30, 2024 2023 (In U.S. dollars) Net cash provided by (used in) operating activities $ 528,998 $ (1,579,486 ) Net cash used in investing activities (115,651 ) (5,274 ) Net cash (used in) provided by financing activities $ (415,566 ) $ 2,698,435 16 Net cash provided by operating activities in the six months ended September 30, 2024 was approximately $0.5 million as compared to net cash used in operating activities of $1.6 million in the six months ended September 30, 2023, which was approximately $2.1 million more than that of the six months ended September 30, 2023. The increase was mainly due to (i) net loss adjusted to operating cash flow for the six months ended September 30, 2024 was $0.8 million less than that of the six months ended September 30, 2023; (ii) the movement of operating assets and liabilities of the three months ended September 30, 2024 resulted in cash inflow of approximately $0.1 million, which was $1.2 million more than that of 2023;. Net cash used in investing activities for the six months ended September 30, 2024 was approximately $0.1 million, which was mainly due to purchase of property, plant and equipment. Net cash used in financing activities for the three months ended September 30, 2024 was approximately $0.4 million as compared to $1.0 million in the three months ended September 30, 2023, which was approximately $2.7 million net cash provided by financing activities in the six months ended September 30, 2023. In the six months ended September 30, 2024, the Company received proceeds of $0.7 million from a private placement and paid $1.0 million cash advance to related parties, while the Company had release of restricted cash of $3.85 million in the six months ended September 30, 2023. Financial Condition, Liquidity and Capital Resources As of September 30, 2024, we had cash on hand of approximately $0.8 million, total current assets of approximately $28.3 million and current liabilities of approximately $2.5 million. We currently finance our operations from revenue, fund raising from public offering and private placement proceeds and capital contributions from our chief executive officer, Mr. Hong Zhida (the “CEO”). In the event that the Company requires additional funding to finance the growth of the Company’s current and expected future operations as well as to achieve our strategic objectives, the CEO has indicated the intent and ability to provide additional debt or equity financing. Foreign Currency Translation Risk Our operations are located in China, which may give rise to significant foreign currency risks from fluctuations and the degree of volatility in foreign exchange rates between the U.S. dollar and the Chinese Renminbi (“RMB”). All of our sales are in RMB. In the past years, RMB continued to appreciate against the U.S. dollar. As of September 30, 2024, the market foreign exchange rate was RMB 7.02 to one U.S. dollar. Our financial statements are translated into U.S. dollars using the closing rate method. The balance sheet items are translated into U.S. dollars using the exchange rates at the respective balance sheet dates. The capital and various reserves are translated at historical exchange rates prevailing at the time of the transactions while income and expenses items are translated at the average exchange rate for the period. All translation adjustments are included in accumulated other comprehensive income in the statement of equity. The foreign currency translation gain (loss) for the six months ended September 30, 2024 and 2023 was approximately $(0.05) million and $0.09 million, respectively. Off-Balance Sheet Arrangements We have no off-balance sheet arrangements (as that term is defined in Item 303(a)(4)(ii) of Regulation S-K) as of September 30, 2024 that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources. 17 Item 3. Quantitative and Qualitative Disclosures About Market Risk Not applicable to smaller reporting companies. Item 4. Controls and Procedures Disclosure Controls and Procedures We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of September 30, 2024. Based on the evaluation of these disclosure controls and procedures, and in light of the material weaknesses found in our internal controls over financial reporting, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective. Management’s Remediation Initiatives In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we plan to initiate the following series of measures to further strengthen the Company’s internal controls going forward: 1. hire a reporting manager (“Internal Finance Manager”) who has the requisite relevant U.S. GAAP and SEC reporting experience and qualifications; 2. make an overall assessment on the current finance and accounting resources and hire additional accounting members with appropriate levels of accounting knowledge and experience; 3. streamline our accounting department structure and enhance our staff’s U.S. GAAP and SEC reporting requirements on a continuous basis through internal training provided by the Internal Finance manager; 4. participate in trainings and seminars provided by professional services firms on a regular basis to gain knowledge on regular U.S. GAAP /SEC reporting requirements updates; and 5. engage an external “Sarbanes-Oxley 404” consulting firm to help us implement Sarbanes-Oxley 404 internal controls compliance together with the establishment of our internal audit function. We anticipate that these initiatives will be at least partially, if not fully, implemented by the end of fiscal year 2024. Changes in Internal Controls over Financial Reporting There was no change in the Company’s internal control over financial reporting period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. 18 PART II - OTHER INFORMATION Item 1. Legal Proceedings From time to time, we may become involved in legal proceedings or be subject to claims arising in the ordinary course of our business. We are not presently a party to any legal proceedings that in the opinion of our management, if determined adversely to us, would individually or taken together have a material adverse effect on our business, operating results, financial condition, or cash flows. Item 1A. Risk Factors As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 1A. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds None. Item 3. Defaults Upon Senior Securities None. Item 4. Mine Safety Disclosures Not Applicable. Item 5. Other Information There is no other information required to be disclosed under this item, which was not previously disclosed. Item 6. Exhibits Exhibit Number Description (31) Rule 13a-14 (d)/15d-14d) Certifications 31.1* Section 302 Certification by the Principal Executive Officer 31.2* Section 302 Certification by the Principal Financial Officer and Principal Accounting Officer (32) Section 1350 Certifications 32.1* Section 906 Certification by the Principal Executive Officer 32.2* Section 906 Certification by the Principal Financial Officer and Principal Accounting Officer 101 * Interactive Data File 101.INS Inline XBRL Instance Document 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) *Filed herewith. 19 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Addentax Group Corp. Date: November 14, 2024 By: /s/ Hong Zhida Hong Zhida President, Chief Executive Officer and Director, (Principal Executive Officer) Date: November 14, 2024 By: /s/ Huang Chao Huang Chao Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) 20