What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2025-06-30 compared with 2024-07-15 · 143 added, 153 removed, 1105 unchanged (21% of the section changed)

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affect our financial condition and results of operations.

the year ended March 31, 2024, two customers accounted for approximately 73.88% and 22.13% of the Company’s total garment manufacturing

For the year ended March 31, 2023, two customers accounted for approximately 41.23% and 17.23%, respectively, of the Company’s

total garment manufacturing revenues.

For the year ended March 31, 2024, one customer accounted for approximately 19.95% of the Company’s

total logistic services revenues.

For the year ended March 31, 2023, one customer accounted for approximately 20.39% of the Company’s

total logistic services revenues.

However, our top customers are not obligated in any way to continue to provide us with new businesses

in the future at a level similar to that in the past or at all.

If any of our top customers reduce their orders with us or terminate

their business relationship with our Group and if we are not able to secure orders of a comparable size from other customers as replacement,

our business operations and financial performance may be materially and adversely affected.

are exposed to concentration risk of heavy reliance on our major supplier for the supply of our products, and any shortage of, or delay

in, the supply may significantly impact on our business and results of operation.

the years ended March 31, 2024 and 2023, approximately 100.0% and 100.0% of total inventory purchases were from the Company’s five

largest suppliers, respectively.

Our business, financial condition and operating results depend on the continuous supply of products

from our largest suppliers and our continuous supplier-customer relationship with them.

Our heavy reliance on our largest suppliers for

the supply of our products will have significant impact on our business and results of operation in the event of any shortage of, or

delay in the supply.

For the year ended March 31, 2025,

one customer accounted for approximately 54.1% of the Company’s total garment manufacturing revenues.

For the year ended March 31,

2024, two customers accounted for approximately 73.9% and 22.1%, respectively, of the Company’s total garment manufacturing revenues.

For the year ended March 31, 2025, two customers accounted for approximately 16.7% and 14.3% of the Company’s total logistic services

For the year ended March 31, 2024, one customer accounted for approximately 20.0% of the Company’s total logistic services

However, our top customers are not obligated in any way to continue to provide us with new business in the future at a level

similar to that in the past or at all.

If any of our top customers reduce their orders with us or terminate their business relationship

with our Group and if we are not able to secure orders of a comparable size from other customers as replacement, our business operations

and financial performance may be materially and adversely affected.

are exposed to concentration risk due to heavy reliance on our major supplier for the supply of our products, and any shortage of, or delay

in, the supply may significantly impact our business and results of operation.

During the years ended March 31,

2025 and 2024, approximately 41.39% and 100.0% of total inventory purchases were from the Company’s five largest suppliers, respectively.

Our business, financial condition and operating results depend on the continuous supply of products from our largest suppliers and our

continuous supplier-customer relationship with them.

Our heavy reliance on our largest suppliers for the supply of our products will have

significant impact on our business and results of operation in the event of any shortage of, or delay in the supply.

labor shortages, increased labor costs or other factors affecting labor supply for our production materials may materially and adversely

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may be adversely affected by the performance of third-party contractors.

engaged third-party contractors to carry out logistics services.

engage third-party contractors to carry out logistics services.

We endeavor to engage third-party companies with a strong reputation

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delivery costs and hence our business, results of operations and financial conditions.

may be exposed to concentration risk of heavy reliance on third-party contractors for our logistic business, and any shortage of third-party

contractors may significantly impact on our business and results of operation.

Company relied on a few subcontractors for our logistic business, in which the subcontracting fees to our largest contractor represented

approximately 42.0% and 25.2% of total cost of revenues for our logistics service segment for the years ended March 31, 2024 and 2023,

respectively.

The increase in subcontracting fee to the largest contractor was mainly to optimize resources and cost efficiencies.

have not experienced any disputes with our subcontractors, and we believe we maintain good relationships with our contract logistic service

may be exposed to concentration risk due to heavy reliance on third-party contractors for our logistic business, and any shortage of third-party

contractors may significantly impact our business and results of operation.

Company relied on a few subcontractors for our logistic business, in which the subcontracting fees to our largest contractor

represented approximately 5.2% and 42.0% of total cost of revenues for our logistics service segment for the years ended March 31,

2025 and 2024, respectively.

The decrease in subcontracting fee to the largest contractor was mainly due to decrease use of subcontractors.

We have not experienced any disputes with our subcontractors, and we believe we maintain good relationships with

our contract logistic service provider.

we are unable to control the reliance of third-party contractors efficiently and effectively, our business prospects and results of operations

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Subcontracting fees for our logistics business for the year ended March 31, 2025

increased to approximately $1.5 million from $1.1 million for the year ended March 31, 2023, representing an increase of approximately

decreased to approximately $0.2 million from $1.5 million for the year ended March 31, 2024, representing an decrease of approximately

Subcontracting fees accounted for 5.5% and 34.9% of our total logistics business revenue in the years ended March 31, 2025 and

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Such tenant-related risks could impact our cash flow and financial performance.

disasters, public health crises or other catastrophic events may significantly limit our ability to conduct business as normal, disrupt

our business operation and materially affect our financial condition.

operations, and the operations of our new business segment of property management and subleasing, are vulnerable to interruptions by

natural disasters, public health crises and catastrophic events.

For example, the outbreak of COVID-19 pandemic caused the Chinese government

to take unprecedented measures to contain the virus, such as lock-down of cities, nationwide travel restriction and compulsory quarantine

requirements.

During the outbreak, we had to temporarily close our office facilities, restrict employee travel, switch to online virtual

meetings or even cancel meetings with partners.

By the end of 2022, the control measures for the COVID-19 epidemic prevention gradually

liberalized in the PRC.

Any significant disruption resulting from this or similar epidemics on a large scale or over a prolonged period

of time could cause significant disruption to our business until we would be able to resume normal business operations, negatively affecting

our business, results of operations and financial condition.

our property management and subleasing segment, disruptions from natural disasters or health crises could lead to tenant defaults, lease

terminations, or reduced occupancy rates.

These events may necessitate property closures, temporary halts in rental income, or challenges

in attracting and retaining tenants, amplifying the adverse impact on our financial performance and overall business stability.

business depends on the continued contributions made by Mr.

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and disclosure requirements in the HFCAA.

The rules apply to registrants that the SEC identifies as having filed an annual report with

The rules apply to registrants that the SEC identifies as having filed an Form 10-K with

an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction and that the PCAOB is unable

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in a lack of assurance that our financial statements and disclosures are adequate and accurate.

auditor, Pan-China Singapore, the independent registered public accounting firm that issued the audit report included in this Annual

Report, is subject to PCAOB inspections.

Pan-China Singapore is headquartered in Singapore and there are no limitations in Singapore

on PCAOB inspections.

Therefore, we believe that, as of the date of this Annual Report, our auditor is not subject to the determinations

announced by the PCAOB on December 16, 2021 relating to the PCAOB’s inability to inspect or investigate completely registered public

accounting firms headquartered in the PRC or Hong Kong because of a position taken by one or more authorities in the PRC or Hong Kong.

However, to the extent that our auditor’s work papers may, in the future, become located in China, such work papers will not be

subject to inspection by the PCAOB because the PCAOB is currently unable to conduct inspections without the approval of the Chinese authorities.

Inspections of certain other firms that the PCAOB has conducted outside of China have identified deficiencies in those firms’ audit

procedures and quality control procedures, which may be addressed as part of the inspection process to improve future audit quality.

The inability of the PCAOB to conduct inspections of our auditors’ work papers in China would make it more difficult to evaluate

the effectiveness of our auditor’s audit procedures or quality control procedures as compared to auditors outside of China that

are subject to PCAOB inspections.

As a result, our investors may be deprived of the benefits of the PCAOB’s oversight of our auditor

through such inspections and they may lose confidence in our reported financial information and procedures and the quality of our financial

We cannot assure you whether Nasdaq or other regulatory authorities will apply additional or more stringent criteria to us.

Such uncertainty could cause the market price of our Ordinary Shares to be materially and adversely affected.

auditor, Pan-China Singapore PAC, the independent registered public accounting firm that issued the audit report included in this

Form 10-K, is subject to PCAOB inspections.

Pan-China Singapore PAC is headquartered in Singapore and there are no limitations in

Singapore on PCAOB inspections.

Therefore, we believe that, as of the date of this Annual Report, our auditor is not subject to the

determinations announced by the PCAOB on December 16, 2021 relating to the PCAOB’s inability to inspect or investigate

completely registered public accounting firms headquartered in the PRC or Hong Kong because of a position taken by one or more

authorities in the PRC or Hong Kong.

However, to the extent that our auditor’s work papers may, in the future, become located

in China, such work papers will not be subject to inspection by the PCAOB because the PCAOB is currently unable to conduct

inspections without the approval of the Chinese authorities.

Inspections of certain other firms that the PCAOB has conducted outside

of China have identified deficiencies in those firms’ audit procedures and quality control procedures, which may be addressed

as part of the inspection process to improve future audit quality.

The inability of the PCAOB to conduct inspections of our

auditors’ work papers in China would make it more difficult to evaluate the effectiveness of our auditor’s audit

procedures or quality control procedures as compared to auditors outside of China that are subject to PCAOB inspections.

result, our investors may be deprived of the benefits of the PCAOB’s oversight of our auditor through such inspections and

they may lose confidence in our reported financial information and procedures and the quality of our financial statements.

assure you whether Nasdaq or other regulatory authorities will apply additional or more stringent criteria to us.

Such uncertainty

could cause the market price of our Common Stock to be materially and adversely affected.

are uncertainties under the PRC Securities Law relating to the procedures and requisite timing for the U.S.

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and the competent departments of the State Council.

of the date of this annual report, we are not aware of any implementing rules or regulations which have been published regarding application

of the date of this Form 10-K, we are not aware of any implementing rules or regulations which have been published regarding application

of Article 177.

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in this particular case and/or establish such cooperation in a timely manner.

as Article 177 is a recently promulgated provision and, as the date of this annual report, there have not been implementing rules or

regulations regarding the application of Article 177, it remains unclear as to how it will be interpreted, implemented or applied by

the Chinese Securities Regulatory Commission or other relevant government authorities.

As such, there are uncertainties as to the procedures

and requisite timing for the U.S.

securities regulatory agencies to conduct investigations and collect evidence within the territory

securities regulatory agencies are unable to conduct such investigations, there exists a risk that they may determine

to suspend or de-register our registration with the SEC and may also delist our securities from Nasdaq or other applicable trading market

within the US.

as Article 177 is a recently promulgated provision and, as the date of this Form 10-K, there have not been implementing rules or

regulations regarding the application of Article 177, so it remains unclear as to how it will be interpreted, implemented or applied

by the Chinese Securities Regulatory Commission or other relevant government authorities.

As such, there are uncertainties as to the

procedures and requisite timing for the U.S.

securities regulatory agencies to conduct investigations and collect evidence within

the territory of the PRC.

securities regulatory agencies are unable to conduct such investigations, there exists a risk

that they may determine to suspend or de-register our registration with the SEC and may also delist our securities from Nasdaq or

other applicable trading market within the US.

are exposed to liabilities relating to environmental protection and safety laws and regulations.

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logistic points.

However, we could not assure you that the production facilities and logistic points will always operate normally in

However, we cannnot assure you that the production facilities and logistic points will always operate normally in

are an “emerging growth company” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth

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tighten oversight over China based internet giants.

The Cybersecurity Review Measures that took effect from February 15, 2022 stipulates

The Cybersecurity Review Measures that took effect from February 15, 2022 stipulate

that an internet platform operator who possesses more than 1 million users’ personal information must report to the Office of Cybersecurity

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As of the date

of this prospectus, these new laws and guidelines have not impacted the Company’s ability to conduct its business, accept foreign

of this Form 10K, these new laws and guidelines have not impacted the Company’s ability to conduct its business, accept foreign

investments, or list and trade on a U.S.

or other foreign exchange.

As confirmed by our PRC counsel at the date of September 2, 2022,

the business of our subsidiaries until our registration are not subject to cybersecurity review with the Cyberspace Administration of

China, or CAC, given that:

(i) our products and services are offered not directly to individual users but through our institutional customers;

(ii) we do not possess a large amount of personal information in our business operations;

and (iii) data processed in our business does

not have a bearing on national security and thus may not be classified as core or important data by the authorities.

Further, we believe

our newly established companies and our business plan will not change the above conclusion.

However, there remains uncertainty as to

how the Cybersecurity Review Measures will be interpreted or implemented and whether the PRC regulatory agencies, including the CAC,

may adopt new laws, regulations, rules, or detailed implementation and interpretation related to the Cybersecurity Review Measures.

any such new laws, regulations, rules, or implementation and interpretation comes into effect, we will take all reasonable measures and

actions to comply and to minimize the adverse effect of such laws on us.

Any non-compliance could result in penalties or other significant

legal liabilities.

The business of our subsidiaries until this Form 10K are not subject

to cybersecurity review with the Cyberspace Administration of China, or CAC, given that:

(i) our products and services are offered not

directly to individual users but through our institutional customers;

(ii) we do not possess a large amount of personal information in

our business operations;

and (iii) data processed in our business does not have a bearing on national security and thus may not be classified

as core or important data by the authorities.

Further, we believe our newly established companies and our business plan will not change

the above conclusion.

However, there remains uncertainty as to how the Cybersecurity Review Measures will be interpreted or implemented

and whether the PRC regulatory agencies, including the CAC, may adopt new laws, regulations, rules, or detailed implementation and interpretation

related to the Cybersecurity Review Measures.

If any such new laws, regulations, rules, or implementation and interpretation comes into

effect, we will take all reasonable measures and actions to comply and to minimize the adverse effect of such laws on us.

Any non-compliance

could result in penalties or other significant legal liabilities.

cannot assure you that PRC regulatory agencies, including the CAC, would take the same view as we do, and there is no assurance that

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decline or be worthless.

independent registered public accounting firm’s audit documentation related to their audit reports included in this prospectus

independent registered public accounting firm’s audit documentation related to their audit reports included in this Form 10-K

include audit documentation located in the PRC.

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on June 22, 2021, the U.S.

Senate passed the AHFCAA and on December 29, 2022, the Consolidated Appropriations Act was signed into law

by President Biden, which contained, among other things, an identical provision to AHFCAA and amended the HFCAA by requiring the SEC

to prohibit an issuer’s securities from trading on any U.S.

stock exchanges if its auditor is not subject to PCAOB inspections

for two consecutive years instead of three, thus reducing the time before your securities may be prohibited from trading or delisted.

On September 22, 2021, the PCAOB adopted a final rule implementing the HFCAA, which provides a framework for the PCAOB to use when determining,

as contemplated under the HFCAA, whether the Board is unable to inspect or investigate completely registered public accounting firms

located in a foreign jurisdiction because of a position taken by one or more authorities in that jurisdiction.

On December 2, 2021, the

SEC issued amendments to finalize rules implementing the submission and disclosure requirements in the HFCAA.

The rules apply to registrants

that the SEC identifies as having filed an annual report with an audit report issued by a registered public accounting firm that is located

in a foreign jurisdiction and that PCAOB is unable to inspect or investigate completely because of a position taken by an authority in

foreign jurisdictions.

Senate passed the AHFCAA and on December 29, 2022, the Consolidated Appropriations Act was signed into

law by President Biden, which contained, among other things, an identical provision to AHFCAA and amended the HFCAA by requiring the

SEC to prohibit an issuer’s securities from trading on any U.S.

stock exchanges if its auditor is not subject to PCAOB

inspections for two consecutive years instead of three, thus reducing the time before your securities may be prohibited from trading

On September 22, 2021, the PCAOB adopted a final rule implementing the HFCAA, which provides a framework for the PCAOB

to use when determining, as contemplated under the HFCAA, whether the Board is unable to inspect or investigate completely

registered public accounting firms located in a foreign jurisdiction because of a position taken by one or more authorities in that

jurisdiction.

On December 2, 2021, the SEC issued amendments to finalize rules implementing the submission and disclosure

requirements in the HFCAA.

The rules apply to registrants that the SEC identifies as having filed an annual report with an audit

report issued by a registered public accounting firm that is located in a foreign jurisdiction and that the PCAOB is unable to

inspect or investigate completely because of a position taken by an authority in foreign jurisdictions.

December 2, 2021, the SEC adopted amendments to finalize rules implementing the submission and disclosure requirements in the HFCAA.

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in the future.

The auditor of the Company, Marcum Asia CPAs LLP, is not among the auditor firms listed on the determination list issued

The auditor of the Company, Pan-China Singapore PAC, is not among the auditor firms listed on the determination list issued

by the PCAOB, which notes all of the auditor firms that the PCAOB is not able to inspect.

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exchange fluctuations may affect our business.

accept the payment for services in Chinese Yuan (CNY), Hong Kong Dollars (HKD), and U.S.

accept the payment for services in Chinese Yuan (CNY or RMB), Hong Kong Dollars (HKD), and U.S.

Dollars (USD).

Therefore, foreign exchange fluctuations

may influence our business in unpredictable ways.

Therefore, foreign exchange

fluctuations may influence our business in unpredictable ways.

value of the Renminbi against the U.S.

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to be completed by companies like us, we face uncertainties as to whether such clearance can be timely obtained, or at all.

confirmed by our PRC counsel at the date of September 2, 2022, we are not be subject to the cybersecurity review by the CAC for overseas

public offerings of our securities to foreign investors, given that:

(i) our products and services are offered not directly to individual

users but through our institutional customers;

(ii) we do not possess a large amount of personal information in our business operations;

and (iii) data processed in our business does not have a bearing on national security and thus may not be classified as core or important

data by the authorities.

Further, we believe our newly established companies and our business plan will not change the above conclusion.

However, there remains uncertainty as to how the Draft Measures will be interpreted or implemented and whether the PRC regulatory agencies,

including the CAC, may adopt new laws, regulations, rules, or detailed implementation and interpretation related to the Draft Measures.

If any such new laws, regulations, rules, or implementation and interpretation comes into effect, we will take all reasonable measures

and actions to comply and to minimize the adverse effect of such laws on us.

are not be subject to the cybersecurity review by the CAC for overseas public offerings of our securities to foreign investors, given

(i) our products and services are offered not directly to individual users but through our institutional customers;

not possess a large amount of personal information in our business operations;

and (iii) data processed in our business does not have

a bearing on national security and thus may not be classified as core or important data by the authorities.

Further, we believe our newly

established companies and our business plan will not change the above conclusion.

However, there remains uncertainty as to how the Draft

Measures will be interpreted or implemented and whether the PRC regulatory agencies, including the CAC, may adopt new laws, regulations,

rules, or detailed implementation and interpretation related to the Draft Measures.

If any such new laws, regulations, rules, or implementation

and interpretation comes into effect, we will take all reasonable measures and actions to comply and to minimize the adverse effect of

such laws on us.

cannot assure you that PRC regulatory agencies, including the CAC, would take the same view as we do, and there is no assurance that

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We conduct substantially all of our operations

through the operating companies established in the PRC, primarily Shenzhen Qianhai Yingxi Industrial Chain Service Co., Ltd.

through the operating companies established in the PRC, primarily YX,

our wholly owned subsidiary and its subsidiaries.

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many restrictions and these restrictions could severely affect the price and liquidity of our shares.

the event that our stock trades below $5.00 per share, our stock would be known as a “penny stock”, which is subject to various

regulations involving disclosures to be given to you prior to the purchase of any penny stock.

The SEC has adopted regulations which

generally define a “penny stock” to be any equity security that has a market price of less than $5.00 per share, subject

to certain exceptions.

Depending on market fluctuations, our common stock could be considered to be a “penny stock”.

stock is subject to rules that impose additional sales practice requirements on broker/dealers who sell these securities to persons other

than accredited investors.

For transactions covered by these rules, the broker/dealer must make a special suitability determination for

the purchase of these securities.

In addition, he must receive the purchaser’s written consent to the transaction prior to the

He must also provide certain written disclosures to the purchaser.

Consequently, the “penny stock” rules may restrict

the ability of broker/dealers to sell our securities, and may negatively affect the ability of holders of shares of our common stock

to resell them.

These disclosures require you to acknowledge that you understand the risks associated with buying penny stocks and that

you can absorb the loss of your entire investment.

the event that our stock trades below $5.00 per share, our stock would be known as a “penny stock”, which is subject to

various regulations involving disclosures to be given to you prior to the purchase of any penny stock.

The SEC has adopted

regulations which generally define a “penny stock” to be any equity security that has a market price of less than $5.00

per share, subject to certain exceptions.

Depending on market fluctuations, our common stock could be considered to be a

“penny stock”.

A penny stock is subject to rules that impose additional sales practice requirements on broker/dealers

who sell these securities to persons other than accredited investors.

For transactions covered by these rules, the broker/dealer

must make a special suitability determination for the purchase of these securities.

In addition, the broker/dealer must receive the

purchaser’s written consent to the transaction prior to the purchase.

He must also provide certain written disclosures to the

Consequently, the “penny stock” rules may restrict the ability of broker/dealers to sell our securities, and

may negatively affect the ability of holders of shares of our common stock to resell them.

These disclosures require you to

acknowledge that you understand the risks associated with buying penny stocks and that you can absorb the loss of your entire

Penny stocks are low priced securities that do not have a very high trading volume.

Consequently, the price of the stock is often volatile and you may not be able to buy or sell the stock when you want to.

Consequently, the price of the stock

is often volatile and you may not be able to buy or sell the stock when you want to.

issuances of our Common Stock to the Selling Stockholders or the Placement Agent upon conversion of Warrants or exercise of the Notes,

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to obtain capital, especially through an offering of equity securities.

market price of our common stocks may be subject to fluctuation and you could lose all or part of your investment.

common stocks were first offered publicly in our IPO in August 2022 at a price of $5.00 per share, and our common stocks have subsequently

traded as high as $656.54 per share and as low as $0.78 per share as of the date of this Annual Report.

The market price

of our common stocks on the Nasdaq Capital Market may fluctuate as a result of a number of factors, some of which are beyond our control,

including, but not limited to:

market price of our Common Stock may be subject to fluctuation and you could lose all or part of your investment.

Common Stock was first offered publicly in our IPO in August 2022 at a price of $5.00 per share, and our Common Stock has subsequently

traded as high as $656.54 per share and as low as $0.78 per share as of the date of this Form 10-K.

The market price of our Common

Stock on the Nasdaq Capital Market may fluctuate as a result of a number of factors, some of which are beyond our control, including,

but not limited to:

in our actual and perceived operating results;

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operating and stock price performance of other companies, other industries and other events or factors beyond our control.

factors and any corresponding price fluctuations may materially and adversely affect the market price of our common stocks and result

factors and any corresponding price fluctuations may materially and adversely affect the market price of our Common Stock and result

in substantial losses being incurred by our investors.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors