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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: December 31, 2023

 

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. 333-206097

 

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 February 13, 2024, there were 4,294,979 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 16
     
Item 4. Controls and Procedures 16
     
  PART II – OTHER INFORMATION  
     
Item 1. Legal Proceedings 17
     
Item 1A. Risk Factors 17
     
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 17
     
Item 3. Defaults Upon Senior Securities 17
     
Item 4. Mine Safety Disclosures 17
     
Item 5. Other Information 17
     
Item 6. Exhibits 17

 

2

 

 

PART I – FINANCIAL INFORMATION

 

Item 1. Financial Statements and Supplementary Data

 

ADDENTAX GROUP CORP.

 

FINANCIAL STATEMENTS

 

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

 

TABLE OF CONTENTS

 

Condensed Consolidated Balance sheets as of December 31, 2023 (unaudited) and March 31, 2023 (audited) F-2
Condensed Consolidated Statements of Income and Comprehensive Income for the three and nine months ended December 31, 2023 and 2022 (unaudited) F-3
Condensed Consolidated Statements of Changes in Equity for the three and nine months ended December 31, 2023 and 2022 (unaudited) F-4
Condensed Consolidated Statements of Cash Flows for the nine months ended December 31, 2023 and 2022 (unaudited) F-5
Notes to Condensed Consolidated Financial Statements for the three and nine months ended December 31, 2023 and 2022 (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)

 

   December 31, 2023 (unaudited)   March 31, 2023 (audited) 
         
ASSETS          
           
CURRENT ASSETS          
Cash and cash equivalents  $498,254   $562,711 
Restricted cash   3,250,000    - 
Accounts receivables, net   2,182,465    1,858,889 
Debt securities held-to-maturity   -    17,718,750 
Inventories   304,400    285,528 
Prepayments and other receivables   19,259,660    959,196 
Advances to suppliers   2,008,023    1,281,075 
Amount due from related party   2,809,116    375,092 
Total current assets   30,311,918    23,041,241 
           
NON-CURRENT ASSETS          
Plant and equipment, net   607,311    649,120 
Long-term prepayments   257,314    90,032 
Restricted cash   -    14,750,000 
Long-term receivables   2,500,000    2,500,000 
Operating lease right of use asset   20,108,986    272,488 
Total non-current assets   23,473,611    18,261,640 
TOTAL ASSETS  $53,785,529   $41,302,881 
           
LIABILITIES AND EQUITY          
           
CURRENT LIABILITIES          
Short-term loan  $309,175   $137,468 
Accounts payable   466,184    267,501 
Amount due to related parties   2,125,000    2,384,633 
Advances from customers   195,755    2,152 
Accrued expenses and other payables   1,251,839    606,843 
Operating lease liability current portion   1,079,653    127,101 
Total current liabilities   5,427,606    3,525,698 
           
NON-CURRENT LIABILITIES          
Convertible debts   2,376,112    11,219,519 
Derivative liabilities   2,708,757    2,290,483 
Operating lease liability   19,029,332    145,387 
Total non-current liabilities   24,114,201    13,655,389 
TOTAL LIABILITIES  $29,541,807   $17,181,087 
           
EQUITY          
Common stock ($0.001 par value, 250,000,000 shares authorized, 4,494,979 and 35,454,670 shares issued and outstanding at December 31 and March 31, 2023, respectively)  $4,495   $35,455 
Additional paid-in capital   33,606,949    29,528,564 
Accumulated Deficit   (9,433,762)   (5,451,209)
Statutory reserve   37,027    28,457 
Accumulated other comprehensive loss   29,013    (19,473)
Total equity   24,243,722    24,121,794)
TOTAL LIABILITIES AND EQUITY  $53,785,529   $41,302,881 

 

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)

 

   2023   2022   2023   2022 
   Three months ended
December 31,
   Nine months ended
December 31,
 
   2023   2022   2023   2022 
                 
REVENUES  $1,468,496   $2,122,242   $3,856,316   $6,652,645 
                     
COST OF REVENUES   (1,306,169)   (1,514,780)   (3,054,193)   (5,023,338)
                     
GROSS PROFIT   162,327    607,462    802,123    1,629,307 
                     
OPERATING EXPENSES                    
Selling and marketing   (95,321)   (24,511)   (132,533)   (60,155)
General and administrative   (516,598)   (675,918)   (1,685,063)   (1,545,865)
Total operating expenses   (611,919)   (700,429)   (1,817,596)   (1,606,020)
                     
INCOME (LOSS) FROM OPERATIONS   (449,592)   (92,967)   (1,015,473)   23,287 
                     
Fair value gain or loss   (1,738,593)   -    (172,001)   - 
Interest income   1,712    1,687    5,129    6,687 
Interest expenses   (529,530)   (1,986)   (2,426,064)   (6,653)
Other income (expense), net   111,566    19,232    (357,848)   93,288 
                     
INCOME (LOSS) BEFORE INCOME TAX EXPENSE   (2,604,437)   (74,034)   (3,966,257)   116,609 
INCOME TAX EXPENSE   (3,225)   (8,184)   (7,726)   (18,939)
                     
NET (LOSS)/INCOME   (2,607,662)   (82,218)   (3,973,983)   97,670 
Foreign currency translation gain   (41,266)   (43,032)   48,486    159,660 
TOTAL COMPREHENSIVE INCOME (LOSS)  $(2,648,928)  $(125,250)  $(3,925,497)  $257,330 
                     
EARNINGS PER SHARE                    
Basic and diluted   (0.66)   (0.00)   (1.00)   0.00 
Weighted average number of shares outstanding – Basic and diluted   3,980,714    28,377,936    3,980,714    28,377,936 

 

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)

 

BALANCe   Share   $     Value   $   Share   $Value)  $                  Value   $Value)  $Total 
   Common Stock   Additional
paid-in
   Retained earnings
(accumulated deficit)
   Accumulated
other
comprehensive
   Total 
   Shares   Amount   capital   Unrestricted   Statutory reserve   loss   Equity 
BALANCE AT OCTOBER 1, 2022   31,693,004   $31,693   $29,532,326   $(6,576,342)  $13,821   $31,708)  $23,033,206 
Appropriation to Statutory Reserves   -    -    -    (14,631)   14,631    -    - 
Foreign currency translation   -    -    -    -    -    (43,032)   (43,032)
Net loss for the period   -    -    -    (82,218)   -    -    (82,218)
BALANCE AT DECEMBER 31, 2022   31,693,004   $31,693   $29,532,326   $(6,673,191)  $28,452   $(11,324)  $22,907,956 
                                    
BALANCE AT OCTOBER 1, 2023   4,494,979   $4,495   $33,558,928   $(6,817,530)  $28,457   $70,279   $26,844,629 
Additional paid-in capital from conversion of convertible debts   -    -    48,021    -    -    -    48,021 
Appropriation to Statutory Reserves   -    -    -    (8,570)   8,570    -    - 
Foreign currency translation   -    -    -    -    -    (41,266)   (41,266)
Net loss for the period   -    -    -    (2,607,662)   -    -    (2,607,662)
BALANCE AT DECEMBER 31, 2023   4,494,979   $4,495   $33,606,949   $(9,433,762)  $37,027   $29,013   $24,243,722 
                                    
BALANCE AT APRIL 1, 2022   26,693,004   $26,693   $6,815,333   $(6,756,230)  $13,821   $(170,984)  $(71,367)
Issuance of new shares   5,000,000    5,000    22,716,993    -    -    -    22,721,993 
Appropriation to Statutory Reserves   -    -    -    (14,631)   14,631    -    - 
Foreign currency translation   -    -    -    -    -    159,660    159,660 
Net income for the period   -    -    -    97,670    -    -    97,670 
BALANCE AT DECEMBER 31, 2022   31,693,004   $31,693   $29,532,326   $(6,673,191)  $28,452   $(11,324)  $22,907,956 
                                    
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   -    -    4,047,425    -    -    -    4,047,425 
Appropriation to Statutory Reserves   -    -    -    (8,570)   8,570    -    - 
Foreign currency translation   -    -    -    -    -    48,486    48,486 
Net loss for the period   -    -    -    (3,972,983)   -    -    (3,973,983)
BALANCE AT DECEMBER 31, 2023   4,494,979   $4,495   $33,606,949   $(9,433,762)  $37,027   $29,013   $24,243,722 

 

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)

 

   2023   2022 
   Nine Months Ended December 31 
   2023   2022 
CASH FLOWS FROM OPERATING ACTIVITIES:          
Net (loss) income  $(3,973,983)  $97,670 
Adjustments to reconcile net income (loss) to net cash used in operating activities:          
Depreciation and amortization   664,646    264,876 
Amotization of convertible debt   2,402,972    - 
Investment income   (218,750)   - 
Fair value gain or loss   172,001    - 
Loss on debts extinguishment   697,318    - 
Gain on bargain purchase   (975)   - 
Changes in operating assets and liabilities          
Accounts receivable   (323,576)   74,598 
Inventories   (18,872)   11,904 
Advances to suppliers   (726,948)   126,639 
Other receivables   (95,924)   (1,789,539)
Accounts payables   198,683    (1,309,228)
Accrued expenses and other payables   (402,381)   992,046 
Advances from customers   103,987    2,916 
Net cash used in operating activities  $(1,521,802)  $(1,528,118)
           
CASH FLOWS FROM INVESTING ACTIVITIES:          
Purchase of property and equipment and intangible assets   (135,299)   - 
Cash from acquired investee   226,162    - 
Purchase of debt securities   -    (17,500,000)
Net cash used in investing activities  $90,863   $(17,500,000)
           
CASH FLOWS FROM FINANCING ACTIVITIES:          
Proceeds from issue of ordinary shares   -    20,221,993 
Proceeds from related party borrowings   2,648,014    2,376,221 
Repayment of related party borrowings   (5,341,671)   (3,356,829)
Release of restricted cash   3,850,000    - 
Proceeds from bank borrowings   176,127    - 
Repayment of bank borrowings   -    (408)
Net cash provided by financing activities  $1,332,470   $19,240,977 
           
NET INCREASE IN CASH AND CASH EQUIVALENTS   (98,469)   212,859 
Effect of exchange rate changes on cash and cash equivalents   34,012    (15,118)
Cash and cash equivalents, beginning of the period   562,711    1,390,644 
CASH AND CASH EQUIVALENTS, END OF THE PERIOD  $498,254   $1,588,385 
           
Supplemental disclosure of cash flow information:          
Cash paid during the period for interest  $-   $- 
Cash paid during the period for income tax  $7,726   $18,939 
Supplemental disclosure of non-cash investing and financing activities:          
Right-of-use assets obtained in exchange for operating lease obligations  $19,934,673   $- 

 

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, 2023 filed with the Securities and Exchange Commission (“SEC”) on June 29, 2023 (“2023 Form 10-K”).

 

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Use of Estimates

 

The preparation of the consolidated financial statements in conformity with US 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.

 

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.

 

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

 

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. BUSINESS ACQUISITION

 

In September 2023, the Company acquired a 100% equity interest of Dongguan Hongxiang Commercial Co., Ltd (HX), an entity engaged in property management and subleasing services in Dongguan, Guangdong Province, for cash consideration of $438,470 (RMB3.2 million). The Company recognized gain on bargain purchase of $996. The acquisition has been accounted under the acquisition method of accounting in accordance with ASC 805, “Business Combinations”. The results of HX’s operations have been included in the consolidated financial statements since its acquisition date.

 

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

 

   September 5, 2023 
Cash in bank  $226,162 
Other receivables   705,510 
Fixed assets, net   58,493 
Long-term prepayments   192,391 
Advance from customers   (89,616)
Payroll payable   (19,239)
Other tax payable   (4,633)
Other payables   (629,602)
Net book value at acquisition date   439,466 
Gain on bargain purchase   (996)
Purchase price  $438,470 

 

Pro forma results of operation for this acquisition have not been presented because the effects of the acquisition were not material to the Company’s consolidated financial results.

 

5. RELATED PARTY TRANSACTIONS

  

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
Jinlong Huang   Management of HSW

 

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

 

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

SCHEDULE OF AMOUNT DUE FROM RELATED PARTY   

Amount due from related party  December 31, 2023   March 31, 2023 
Zhida Hong (1)  $2,111,557   $- 
Bihua Yang   697,559    375,092 
Amount due from related party  $2,809,116   $375,092 

 

  

Related party borrowings  December 31, 2023   March 31, 2023 
Zhida Hong  $-   $901,110 
Hongye Financial Consulting (Shenzhen) Co., Ltd.   146,388    45,841 
Dewu Huang (2)   1,862,446    1,305,758 
Jinlong Huang   116,166    131,924 
Total Related party borrowings   $2,125,000   $2,384,633 

 

  (1) Being cash advance to Zhida Hong to pay for new brand development fee of the Company.
     
  (2) Being interest free loan as financial support from Dewu Huang to pay for daily operating expenditures of YBY.

 

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

 

6. RESTRICTED CASH

 

The proceeds from issuance of the convertible note and warrants were deposited in a Holder Master Restricted Account controlled by the holders of the convertible note and warrants. The restricted cash will be released, over the period from the issuance date to the maturity date of the convertible note, when control account release events occur, which includes: (i) the Company’s receipt of a notice by the Holder electing to voluntarily effect a release of cash to the Company; (ii) the shareholder approval and registration of the new authorized shares according to the Securities Purchase Agreement; and (iii) any conversion of the convertible note.

 

7. DEBT SECURITIES HELD-TO-MATURITY

  

   December 31, 2023   March 31, 2023 
         
Debt securities held-to-maturity  $        -   $17,718,750 

 

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. As of December 31, and March 31, 2023, the coupon receivable was $437,500 and $218,750, respectively. The note was matured on August 23, 2023 and was reclassified to Other receivables (Note 10). The Company is discussing with the issuer and will determine whether to renew the note.

 

F-7

 

 

8. INVENTORIES

 

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

  

    December 31, 2023     March 31, 2023  
Raw materials   $ 67,448     $ 19,484  
Work in progress     -       9,373  
Finished goods     236,952       256,671  
Total inventories   $ 304,400     $ 285,528  

 

9. 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.

 

10. PREPAYMENTS AND OTHER RECEIVABLES

 

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

  

   December 31, 2023   March 31, 2023 
Prepayment   36,761    10,913 
Deposit   750,932    40,341 
Receivable of consideration on disposal of subsidiaries   233,956    708,457 
Receivable of matured debt security (Note)   17,937,500    - 
Other receivables   300,511    199,485 
Total Prepayment  $19,259,660   $959,196 

 

Note: The debt security held-to-maturity was matured and was reclassified to Other receivables. The Company is discussing with the issuer and will determine whether to renew the note. (Note 7)

 

11. PROPERTY, PLANT AND EQUIPMENT

 

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

 

   December 31, 2023   March 31, 2023 
Production plant  $107,573   $68,345 
Motor vehicles   1,065,287    1,100,683 
Office equipment   53,143    26,025 
Total gross   1,226,003    1,195,053 
Less: accumulated depreciation   (618,692)   (545,933)
Plant and equipment, net  $607,311   $649,120 

 

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

 

F-8

 

 

12. 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.

 

13. 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 (RMB1,000,000) for daily operations. The loans are guaranteed at no cost by the legal representative of HSW. As of December 31, 2023, the Company has borrowed $133,047 (RMB944,255) (March 31, 2023: $137,468) under this line of credit with various annual interest rates from 4.34% to 4.9%. The outstanding loan balance was due on December 31, 2021. The Company was not able to renew the loan facility with the bank. The Company is negotiating with the bank on repayment schedule of the loan balance and interest payable.

 

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 (RMB9,000,000) for daily operations, with Loan Prime Rate of the day prior to the draw down day. The loans are guaranteed by the legal representative of XKJ at no cost. The first borrow was happened in October 2023, before that, the company didn’t exercise the agreement. As of December 31, 2023, the Company has borrowed $105,677 (RMB750,000) (March 31, 2023: Nil) under this line of credit with annual interest rate of 3.9%. The revolving credit facility will be expired on February 1, 2026.

 

In December 2023, PF entered into a facility agreement with Sichuan Xinwang Bank Co., Ltd. and obtained a line of credit, which allows the Company to borrow up to approximately $70,451 (RMB500,000) for daily operations. As of December 31, 2023, the Company has borrowed $70,451 (RMB500,000) (March 31, 2023: Nil) under this line of credit with annual interest rate of 6.72%. The loan facility will be expired on December 26, 2025.

 

14. 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’s 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 December 31, 2023 and 2022.

 

YX, our wholly owned subsidiary, were incorporated in the PRC and is subject to the EIT tax rate of 25%. No provision for income taxes in the PRC has been made as YX had no taxable income for the three months ended December 31, 2023 and 2022.

 

The 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 2023 and 2022. The preferential tax rate will be expired at end of year 2023 and the EIT rate will be 25% from year 2024.

 

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 December 31, 2023 and 2022.

 

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:

   

   2023   2022   2023   2022 
   Three months ended   Nine months ended 
   December 31,   December 31, 
   2023   2022   2023   2022 
PRC statutory tax rate   25%   25%   25%   25%
Computed expected benefits   (651,109)   (18,509)   (991,564)   29,152 
Temporary differences   37,772    (54,616)   13,003    (148,387)
Permanent difference   93,336    9,933    99,648    13,278 
Changes in valuation allowance   523,226    71,376    886,639    124,896 
Income tax expense  $3,225   $8,184    7,726    18,939 

 

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 PF enjoyed the preferential VAT rate of 3% in 2023 and 2022. 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.

 

15. 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 nine months ended December 31, 2023 and 2022 are as follows:

 

Revenues from external customers  2023   2022   2023   2022 
   Three months ended   Nine months ended 
   December 31,   December 31, 
Revenues from external customers  2023   2022   2023   2022 
Garments manufacturing segment   27,015    100,723    172,106    142,010 
Logistics services segment   1,189,004    1,213,530    3,373,670    3,826,070 
Property management and subleasing   252,477    796,343    310,540    2,671,379 
Total of reportable segments   1,468,496   $2,110,596   $3,856,316   $6,639,459 
Corporate and other   -    11,646    -    13,186 
Total consolidated revenue  $1,468,496   $2,122,242   $3,856,316   $6,652,645 

 

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

  

   2023   2022   2023   2022 
   Three months ended   Nine months ended 
   December 31,   December 31, 
   2023   2022   2023   2022 
Garments manufacturing segment   (30,398)   7,745    (71,541)   (48,999)
Logistics services segment   (41,699)   91,147    132,530    363,569 
Property management and subleasing   (168,012)   131,213    (181,372)   254,934 
Total of reportable segments  $(240,109)  $230,105   $(120,383)  $569,504 
Corporate and other   (209,483)   (323,072)   (895,090)   (546,217)
Total consolidated income (loss) from operations   (449,592)   (92,967)   (1,015,473)   23,287 

 

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

  

Total assets  December 31, 2023   March 31, 2023 
Garment manufacturing segment  $2,622,846   $2,169,973 
Logistics services segment   2,999,261    2,476,841 
Property management and subleasing   21,111,864    - 
Total of reportable segments   26,733,971    4,646,814 
Corporate and other   27,051,558    36,656,067 
Consolidated total assets  $53,785,529   $41,302,881 

 

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

  

   Three months ended
December 31,
   Nine months ended
December 31,
 
   2023   2022   2023   2022 
Revenues                    
China   1,468,496    2,122,242    3,856,316    6,652,645 
Total   1,468,496    2,122,242    3,856,316    6,652,645 

 

   December 31, 2023   March 31, 2023 
Long-Lived Assets          
China   23,473,610    3,511,640 

 

F-11

 

 

16. 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 December 31, 2023, the fair value of the Warrant was $268,435 (March 31, 2023: approximately $2.0 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.

 

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:

 

  

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.

 

The movement of the Company’s convertible notes obligations were as the following for the three and nine months ended December 31, 2023 and 2022:

  

   2023   2022   2023   2022 
   Three months ended   Nine months ended 
   December 31,   December 31, 
   2023   2022   2023   2022 
Carrying value – beginning balance  $2,583,324   $-   $9,893,979   $- 
Converted to ordinary shares   (51,530)   -    (4,629,520)   - 
Reversal of debt discount due to conversion   4,012         886,191      
Redemption   -    -    (5,687,056)   - 
Amortization of debt discount   364,400    -    2,616,008    - 
Deferred debt discount and cost of issuance   (677,683)   -    (1,815,995)   - 
Interest charge   153,589    -    1,112,505    - 
Carrying value – ending balance  $2,376,112   $-   $2,376,112   $- 

 

During the three months ended December 31 2023, approximately $51,530 of the convertible notes was converted into approximately 50,298 ordinary shares, with average effective conversion price of $1.0245 per share.

 

During the nine months ended December 31 2023, approximately $4.6 million of the convertible notes was converted into approximately 3.11 million ordinary shares, with average effective conversion price of $1.4896 per share.

 

On July 13, 2023, the Company entered into a Waiver and Ratification Agreement with one of the holders of the Convertible Note. According to the agreement, the holder redeemed the full amount of $7.5 million for the Convertible Note and irrevocably waives any past, present or future claims, rights and obligations under the Convertible Note.

 

F-12

 

 

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

SCHEDULE OF DERIVATIVE LIABILITIES 

   2023   2022   2023   2022 
   Three months ended   Nine months ended 
   December 31,   December 31, 
   2023   2022   2023   2022 
Derivative liabilities –Warrants  $    $    $    $- 
Beginning balance   268,435    -    4,026,521    - 
Marked to the market   704,640    -    (3,053,446)   - 
Ending fair value   973,075    -    973,075    - 
                   - 
Derivative liabilities – Embedded conversion feature                  - 
Beginning balance   24,549    -    1,247,500    - 
Converted to ordinary shares   (503)   -    (454,097)   - 
Remeasurement on change of convertible price   677,683    -    1,815,996    - 
Redemption   -    -    (1,115,627)   - 
Marked to the market   1,033,953    -    241,910    - 
Ending fair value   1,735,682    -    1,735,682    - 
         -         - 
Total Derivative fair value at end of period  $2,708,757   $-   $2,708,757   $- 

 

17. LEASE 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 December 31, 2023, with average discounted rate of 4.9%. A single lease cost is recognized over the lease term on a generally straight-line basis. All cash payments of operating lease cost are classified within operating activities in the statement of cash flows.

 

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

 

The Following table summarizes the components of lease expense:

  

   2023   2022   2023   2022 
   Three months ended
December 31,
   Nine months ended
December 31,
 
   2023   2022   2023   2022 
Operating lease cost   362,991    902,455    437,791    2,723,514 
Short-term lease cost   36,830    19,540    94,881    58,955 
Lease Cost  $399,821   $921,995   $532,672   $2,782,469 

 

The following table summarizes supplemental information related to leases:

  

   2023   2022   2023   2022 
   Three months ended
December 31,
   Nine months ended
December 31,
 
   2023   2022   2023   2022 
Cash paid for amounts included in the measurement of lease liabilities                    
Operating cash flow from operating leases  $399,821   $921,995    532,672    2,782,469 
Right-of-use assets obtained in exchange for new operating leases liabilities   671,059    159,758    20,183,459    (332,682)
Weighted average remaining lease term - Operating leases (years)   14.6    1.1    14.6    1.1 
Weighted average discount rate - Operating leases   4.90%   4.75%   4.90%   4.75%

 

F-13

 

 

The following table summarizes the maturity of operating lease liabilities:

  

Years ending December 31  Lease cost 
2024  $1,132,384 
2025   1,077,906 
2026   1,012,052 
2027   1,177,909 
2028 and there after   26,030,167 
Total lease payments   30,430,418 
Less: Interest   (10,321,433)
Total  $20,108,985 

 

18. 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.

 

19. 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 7.10 and 6.87 as of December 31, 2023 and March 31, 2023, respectively. Revenue and expenses are translated at the average yearly exchange rates, which was 7.148 and 6.603 for the three months ended December 31, 2023 and 2022, respectively. Equity is translated at historical exchange 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.

 

(c) Concentration Risks

 

The followings are the percentages of accounts receivable balance of the top customers over accounts receivable for each segment as of December 31, 2023 and March 31, 2023.

 

F-14

 

 

Garment manufacturing segment

  

   December 31, 2023   March 31, 2023 
Customer A   89.3%   82.5%
Customer B   10.7%   9.9%

 

The high concentration as of December 31, 2023 was mainly due to business development of a large distributor of garments. Management believes that should the Company lose any one of its major customers, it was able to sell similar products to other customers.

 

Logistics services segment

 

   December 31, 2023   March 31, 2023 
Customer A   23.4%   11.4%
Customer B   16.9%   10.2%
Customer C   11.0%   6.4%
Customer D   9.1%   14.1%
Customer E   4.8%   Nil 

 

Property management and subleasing segment

 

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

 

Concentration on customers

 

For the three months ended December 31, 2023, two customers from Logistics services segment provided more than 10% of total revenue of the Company, together representing 31.8% of total revenue of the Company for the three months. For the three months ended December 31, 2022, one customer provided more than 10% of total revenue of the Company, representing 11.8% of total revenue of the Company for the three months. For the nine months ended December 31, 2023, one customer from Logistics services segment provided more than 10% of total revenue of the Company, representing 16.5% of total revenue of the Company for the nine months. For the nine months ended December 31, 2022, one customer provided more than 10% of total revenue of the Company, representing 10.8% of total revenue of the Company for the nine months.

 

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

 

Concentration on suppliers

 

The following tables summarized the purchases from five largest suppliers of each of the reportable segments for the three and nine months ended December 31, 2023 and 2022.

  

   Three months ended   Nine months ended 
   December 31,   December 31, 
   2023   2022   2023   2022 
Garment manufacturing segment   Nil %   Nil %   Nil %   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 December 31, 2023, the total outstanding borrowings amounted to $309,175 (RMB2,194,255) with various interest rate from 3.9% to 6.72% p.a. (Note 13)

 

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 and nine months ended December 31, 2023 and 2022 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 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. Therefore, our investors will not directly hold any equity interests in our operating companies. 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 “ATXG”. We classify our businesses into three segments: garment manufacturing, logistics services, property management and subleasing.

 

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) Shantou Yi Bai Yi Garment Co., Ltd, a PRC company (“YBY”), (viii) Shenzhen Yingxi Peng Fa Logistic Co., Ltd., a PRC company (“PF”); (ix) Shenzhen Xin Kuai Jie Transportation Co., Ltd, a PRC company (“XKJ”), (x) Shenzhen Yingxi Tongda Logistic Co., Ltd, a PRC company (“TD”), (xi) Zhuang Hao Jia (Dongguan) Decoration Engineering Co.,Ltd, a PRC company (“ZHJ”), and (xii) Dongguan Aotesi Garments Co., Ltd., a PRC company (“AOT”), (xiii) 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) Shantou Yi Bai Yi Garment Co., Ltd (“YBY”); (vi) Shenzhen Yingxi Peng Fa Logistic Co., Ltd., a PRC company (“PF”); (vii) Shenzhen Xin Kuai Jie Transportation Co., Ltd, a PRC company (“XKJ”), (viii) Shenzhen Yingxi Tongda Logistic Co., Ltd, a PRC company (“TD”),,(ix) Zhuang Hao Jia (Dongguan) Decoration Engineering Co.,Ltd, a PRC company (“ZHJ”), and (x) Dongguan Aotesi Garments Co., Ltd., a PRC company (“AOT”), (xi) 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”), Shantou Yi Bai Yi Garment Co., Ltd (“YBY”), 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 86 cities in 11 provinces and 3 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 three wholly owned subsidiaries, namely Shenzhen Xin Kuai Jie Transportation Co., Ltd (“XKJ”), Shenzhen Yingxi Peng Fa Logistic Co., Ltd (“PF”) and Shenzhen Yingxi Tongda Logistic Co., Ltd (“TD”), 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 conduct our property management and subleasing operation through a wholly owned subsidiary, namely Dongguan Yingxi Daying Commercial Co., Ltd. (“DY”), which is located in the Guangdong province, China.

 

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 December 31, 2023, we provide logistics services to over 86 cities in approximately 11 provinces and 3 municipalities  . We expect to develop an additional 20 logistics points in existing serving cities and improve the Company’s profit in the year 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 short-term goal for the year is to increase the occupancy rate of stores in the mall to more than 70%. In February 2023, the Company disposed of DY to an independent third party at fair value, which was also its carrying value as of February 28, 2023. In September 2023, we finished the acquisition of HX.

 

Seasonality of Business

 

Our business is affected by seasonal trends, with higher levels of garment sales during our second and third quarters and higher logistics services revenue during our third and fourth quarters. These trends primarily result from the timing of seasonal garment manufacturing shipments and holiday periods in the logistics services segment.

 

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.

 

Recently issued accounting pronouncements

 

In September 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments. This standard requires a financial asset (or group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. This standard will be effective for the Company on April 1, 2023. The Company is currently evaluating the impact the adoption of this ASU will have on its consolidated financial statements.

 

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 December 31, 2023 and 2022

 

The following tables summarize our results of operations for the three months ended December 31, 2023 and 2022. 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

December 31,

   Changes in 2023 
   2023   2022   compared to 2022 
   (In U.S. dollars, except for percentages)     
Revenue  $1,468,496    100.0%  $2,122,242    100%  $(653,746)   (30.8)%
Cost of revenues   (1,306,169)   (88.9)%   (1,514,780)   (71.4)%   208,611    13.8%
Gross profit   162,327    11.1%   607,462    28.6%   (445,135)   (73.3)%
Operating expenses   (611,919)   (41.7)%   (700,429)   (33.0)%   (88,510)   12.6%
(Loss) Income from operations   (449,592)   (30.6)%   (92,967)   4.4%   (356,625)   (383.6)%
Other income, net   111,566    7.6%   19,232    0.9%   92,334    480.1%
Fair value gain   (1,738,593)   (118.4)%   -    -    (1,738,593)     
Net finance cost   (527,818)   (35.9)%   (299)   (0.0)%   (527,519)   (26563.1)%
Income tax expense   (3,225)   (0.2)%   (8,184)   (0.4)%   4,959    60.6%
Net (loss) income  $(2,607,662)   (177.6)%  $(82,218)   (3.9)%  $(2,525,444)   (3071.6)%

 

6

 

 

Revenue

 

Total revenue for the three months ended December 31, 2023 decreased by approximately $0.7 million, or 30.8%, as compared with the three months ended December 31, 2022. The decrease was mainly due to the decrease of $0.6 million in property management and subleasing business and $0.1 million decrease in garment manufacturing business.

 

Revenue generated from our garment manufacturing business contributed approximately $0.03 million or 1.8% of our total revenue for the three months ended December 31, 2023. Revenue generated from garment manufacturing business contributed approximately $0.1 million or 4.7% of our total revenue for the three months ended December 31, 2022, respectively. The low level of sales was mainly due to factory facilities renewal and repair, remaining factories cannot provide the same capacity as previously. We estimate the capacity will recover at the last quarter of the fiscal year ending 2024.

 

Revenue generated from our logistics services business contributed approximately $1.2 million or 81.0% of our total revenue for the three months ended December 31, 2023. Revenue generated from our logistic business contributed approximately $1.2 million or 57.2% of our total revenue for the three months ended December 31, 2022.

 

Revenue generated from our property management and subleasing business was $0.3 million or 17.2% of our total revenue for the three months ended December 31, 2023. The revenue from this business segment was $0.8 million or 37.5% of our total revenue of this business for the three months ended December 31, 2022.

 

Cost of revenue

 

  

Three months ended

December 31,

   Increase
(decrease) in
 
   2023   2022   2023 compared
to 2022
 
   (In U.S. dollars, except for percentages)         
Net revenue for garment manufacturing  $27,015    100.0%  $100,723    100%  $(73,708)   (73.2)%
Raw materials   4,238    15.7%   771    0.8%   3,467    449.7%
Labor   6,957    25.8%   64,108    63.7%   (57,151)   (89.1)%
Other and Overhead   (1,292)   (4.8)%   2,761    2.7%   (4,053)   (146.8)%
Total cost of revenue for garment manufacturing   9,903    36.7%   67,640    67.2%   (57,737)   (85.4)%
Gross profit (loss) for garment manufacturing   17,112    63.3%   33,083    32.8%   (15,971)   (48.3)%
                               
Net revenue for logistics services   1,189,004    100.0%   1,213,530    100.0%   (24,526)   (2.0)%
Fuel, toll and other cost of logistics services   495,352    41.6%   648,971    53.5%   (153,619)   (23.7)%
Subcontracting fees   560,735    47.2%   253,359    20.9%   307,376    121.3%
Total cost of revenue for logistics services   1,056,087    88.8%   902,330    74.4%   153,757    17.0%
Gross Profit for logistics services   132,917    11.2%   311,200    25.6%   (178,283)   (57.3)%
                               
Net revenue for property management and subleasing   252,477    100.0%   796,343    100.0%   (543,866)   (68.3)%
Total cost of revenue for property management and subleasing   236,291    93.6%   536,732    67.4%   (300,442)   (56.0)%
Gross Profit for property management and subleasing   16,186    6.4%   259,611    32.6%   (243,425)   (93.8)%
                               
Net revenue for corporate and others  $-    0%  $11,646    100.0%   (11,646)   (100.0)%
Merchandise/Finished goods/Raw materials   3,888    0%   8,078    69.4%   (4,190)   (51.9)%
Total cost of revenue for corporate and others   3,888    0%   8,078    69.4%   (4,190)   (51.9)%
Gross (loss) income for corporate and others   (3,888)   0%   3,568    30.6%   (7,456)   (209.0)%
Total cost of revenue  $1,306,169    88.9%  $1,514,780    71.4%  $(208,611)   (13.8)%
Gross profit  $162,327    11.1%  $607,462    28.6%  $(445,135)   (73.3)%

 

7

 

 

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 was approximately 15.7% of our total garment manufacturing business revenue for the three months ended December 31, 2023, as compared with 0.8% for the three months ended December 31, 2022.

 

Labor costs for our garment manufacturing business was approximately 25.8% of our total garment manufacturing business revenue for the three months ended December 31, 2023, as compared with 63.7% for the three months ended December 31, 2022.

 

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 December 31, 2023, as compared with 2.7% of total garment business revenue for the three months ended December 31, 2022.

 

For our logistic business, we outsource some of our business to our contractors. The Company relied on a few subcontractors, which the subcontracting fees to our largest contractor represented approximately 53.1% and 28.1  % of total cost of revenues for our service segment for the three months ended December 31, 2023 and 2022, respectively. The increase was attributed to a decrease usage of our own logistics as compared to the subcontractor.   We have not experienced any dispute with our subcontractors and we believe we maintain good relationships with our contract logistics services provider.

 

Fuel, toll and other costs for our service business for the three months ended December 31, 2023 was approximately $0.5 million as compared with $0.6 million for the three months ended December 31, 2022. Fuel, toll and other costs for our service business accounted for approximately 41.6% of our total service revenue for the three months ended December 31, 2023, as compared with 53.5% for the three months ended December 31, 2022. The decrease was primarily attributable to an increase of subcontractors usage after the COVID-19 epidemic.

 

Subcontracting fees for our service business for the three months ended December 31, 2023 increased significantly by approximately 121.3% to $0.6 million from $0.3 million for the three months ended December 31, 2022. Subcontracting fees accounted for approximately 47.2% and 20.9% of our total service business revenue in the three months ended December 31, 2023 and 2022, respectively. The increase was primarily attributable to a decrease usage of our own logistics as compared to the subcontractors after the COVID-19 epidemic.

 

8

 

 

For property management and subleasing business, the cost of revenue was mainly the amortization of operating lease assets for the subleasing business. The Company disposed of DY in February 2023 and acquired HX in September 2023. Therefore, the revenue in the quarter was only $0.3 million compared to $0.8 million for the three months ended December 31, 2022.

 

Gross profit

 

Garment manufacturing business gross profit for the three months ended December 31, 2023 was approximately $17,113, as compared with gross profit of approximately $33,082 for the three months ended December 31, 2022. Gross profit accounted for approximately 63.3% of our total garment manufacturing business revenue for the three months ended December 31, 2023.

 

Gross profit in our logistics services business for the three months ended December 31, 2023 was approximately $132,917 and gross margin was 11.2%. Gross profit in our logistics services business for the three months ended December 31, 2022 was approximately $311,300 and gross margin was 25.6%. The decrease of gross profit ratio was mainly because the subsidiary PF used more subcontractors to proceed the orders which increase the cost of revenue.  

 

Gross profit in our property management and subleasing business for the three months ended December 31, 2023 was approximately $16,186, or 6.4% of revenue of the segment. It was approximately $259,611, or 32.6% margin for the three months ended December 31, 2022.

 

  

Three months ended

December 31,

   Increase
(decrease) in
 
   2023   2022   2023 compared
to 2022
 
   (In U.S. dollars, except for percentages)         
Gross profit  $162,327    100%  $607,462    100%   (445,135)   (73.3)%
Operating expenses:                              
Selling expenses   (95,321)   (58.7)%   (24,511)   (4.0)%   (70,810)   288.9%
General and administrative expenses   (516,598)   (318.2)%   (675,918)   (111.3)%   159,320    (23.6)%
Total  $(611,919)   (377.0)%  $(700,429)   (115.3)%   88,510    (12.6)%
(Loss) Income from operations  $(449,592)   (277.0)%  $(92,967)   (15.3)%   (356,625)   383.6%

 

Selling, General and administrative expenses

 

Our selling expenses were mainly incurred for our property management and subleasing business. It was $81,817 for property management and subleasing business and $13,504 for garments manufacturing business for the three months ended December 31, 2023 It was approximately $24,511 for property management and subleasing business for the three months ended December 31, 2022. 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 December 31, 2023 and 2022 was approximately $34,008 and $25,228, respectively. Our general and administrative expenses in our logistics services segment for the three months ended December 31, 2023 and 2022 was approximately $174,618 and $220,052, respectively. The general and administrative expenses in our property management and subleasing business was approximately $132,336 and $103,999 for the three months ended December 31, 2023 and 2022, respectively. Our general and administrative expenses in our corporate office for the three months ended December 31, 2023 and 2022 was approximately $175,636 and $326,639, 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.

 

9

 

 

Total general and administrative expenses for the three months ended December 31, 2023 decreased by approximately 23.6% to $516,598 from $675,918 for the three months ended December 31, 2022.

 

(Loss) Income from operations

 

Loss from operations for the three months ended December 31, 2023 was approximately $449,592, while loss from operations for the three months ended December 31, 2022 was $92,967. Loss from operations of approximately $30,398 and income from operations of $7,745 was attributed from our garment manufacturing segment for the three months ended December 31, 2023 and 2022, respectively. Loss from operations of approximately $41,699 and income from operations of approximately $91,147 was attributed from our logistics services segment for the three months ended December 31, 2023 and 2022, respectively. Loss from operations of approximately $168,012 and income from operations of $131,213 for the three months ended December 31, 2023 and 2022 was attributed from our property management and subleasing business, respectively. We incurred expenses from operations in corporate office of approximately $209,483 and $324,046 for the three months ended December 31, 2023 and 2022, respectively. The decrease of expenses from our corporate office was mainly due to decrease in legal and professional fees to comply with the SEC accounting, disclosure and reporting requirements.

 

Income Tax Expenses

 

Income tax expense for the three months ended December 31, 2023 and 2022 was approximately $3,255 and $8,184, respectively. 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.

 

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 December 31, 2023 and 2022.

 

QYTG and YX were incorporated in the PRC and are 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 December 31, 2023 and 2022.

 

The Company is 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 2023. The preferential tax rates will be expired at end of year 2023.

 

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 December 31, 2023 and 2022.

 

Net Income (Loss)

 

We incurred net loss of approximately $2.6 million for the three months ended December 31, 2023 and a net loss of approximately $0.08 million for the three months ended December 31, 2022. Our basic and diluted loss per share were $0.66 and $0.00 for the three months ended December 31, 2023 and 2022, respectively.

 

10

 

 

Results of Operations for the nine months ended December 31, 2023 and 2022

 

The following tables summarize our results of operations for the nine months ended December 31, 2023 and 2022. 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.

 

  

Nine Months Ended

December 31,

   Changes in 2023 
   2023   2022   compared to 2022 
   (In U.S. dollars, except for percentages)     
Revenue  $3,856,316    100%  $6,652,645    100.0%  $(2,796,329)   (42.0)%
Cost of revenues   (3,054,193)   (79.2)%   (5,023,338)   (75.5)%   1,969,145    39.2%
Gross profit   802,123    20.8%   1,629,307    24.5%   (827,184)   (50.8)%
Operating expenses   (1,817,596)   (47.1)%   (1,606,020)   (24.1)%   (211,576)   (13.2)%
(Loss) Income from operations   (1,015,473)   (26.3)%   23,287    0.4%   (1,038,760)   (4460.7)%
Other income, net   (357,848)   (9.3)%   93,288    1.4%   (451,136)   (483.6)%
Fair value gain   (172,001)   (4.5)%   

-

    -    (172,001)   - 
Net finance cost   (2,420,935)   (62.8)%   34    (0.0)%   (2,420,969)   36365.7%
Income tax expense   (7,726)   (0.2)%   (18,939)   (0.3)%   11,213    59.2%
Net (loss) income  $(3,973,983)   (103.1)%  $97,670    1.5%  $(4,071,653)   (4168.8)%

 

Revenue

 

Total revenue for the nine months ended December 31, 2023 decreased by approximately $2.8 million, or 42.0%, as compared with the nine months ended December 31, 2022. The decrease was mainly due to the decrease of $0.4 million in logistics services and $2.3 million in property management and subleasing business.

 

Revenue generated from our garment manufacturing business contributed approximately $0.2 million or 4.5% of our total revenue for the nine months ended December 31, 2023. Revenue generated from garment manufacturing business contributed approximately $0.1 million or 2.1% of our total revenue for the nine months ended December 31, 2022, respectively. The low level of sales was mainly due to factory facilities renewal and repair, remaining factories cannot provide the same capacity as previously. We estimate the capacity will appear to recover at last quarter of for the fiscal year ending 2024.

 

11

 

 

Revenue generated from our logistics services business contributed approximately $3.4 million or 87.5% of our total revenue for the nine months ended December 31, 2023. Revenue generated from our logistic business contributed approximately $3.8 million or 57.5% of our total revenue for the nine months ended December 31, 2022.

 

Revenue generated from our property management and subleasing business was $0.3 million or 8.1% of our total revenue for the nine months ended December 31, 2023. The revenue from this business segment was $2.7 million or 40.2% of our total revenue of this business for the nine months ended December 31, 2022.

 

Cost of revenue

 

  

Nine months ended

December 31,

   Increase
(decrease) in
 
   2023   2022   2023 compared
to 2022
 
   (In U.S. dollars, except for percentages)         
Net revenue for garment manufacturing  $172,106    100.0%  $142,010    100.0%  $30,096    21.2%
Raw materials   30,187    17.5%   28,323    19.9%   1,864    6.6%
Labor   100,097    58.2%   73,376    51.7%   26,721    36.4%
Other and Overhead   1,389    0.8%   4,380    3.1%   (2,991)   (68.3)%
Total cost of revenue for garment manufacturing   131,673    76.5%   106,079    74.7%   25,595    24.1%
Gross profit for garment manufacturing   40,433    23.5%   35,931    25.3%   4,502    12.5%
                               
Net revenue for logistics services   3,373,670    100.0%   3,826,070    100.0%   (452,400)   (11.8)%
Fuel, toll and other cost of logistics services   1,496,570    44.4%   1,916,957    50.1%   (420,387)   (21.9)%
Subcontracting fees   1,181,160    35.0%   890,660    23.3%   290,500    32.6%
Total cost of revenue for logistics services   2,677,730    79.4%   2,807,617    73.4%   (129,887)   (4.6)%
Gross Profit for logistics services   695,940    20.6%   1,018,453    26.6%   (322,513)   (31.7)%
                               
Net revenue for property management and subleasing   310,540    100.0%   2,671,379    100.0%   (2,360,839)   (88.4)%
Total cost of revenue for property management and subleasing   240,902    77.6%   2,099,050    78.6%   (1,858,148)   (88.5)%
Gross Profit for property management and subleasing   69,638    22.4%   572,329    21.4%   (502,691)   (87.8)%
                               
Net revenue for supplies corporate and others  $-    -   $13,186    100.0%          
Other and Overhead   3,888    -    10,592    80.3%   (6,704)   (63.3)%
Total cost of revenue for corporate and others   3,888    -    10,592    80.3%   (6,704)   (63.3)%
Gross (loss) income for corporate and others   (3,888)   -    2,594    19.7%   (6,482)   (249.9)
Total cost of revenue  $3,054,193    79.2%  $5,023,338    75.5%  $(1,969,145)   (39.2)%
Gross profit  $802,123    20.8%  $1,629,307    24.5%  $(827,184)   (50.8)%

 

12

 

 

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 was approximately 17.5% of our total garment manufacturing business revenue for the nine months ended December 31, 2023, as compared with 19.9% for the nine months ended December 31, 2022. The decrease in percentages was mainly due to the company develop new raw material suppliers..

 

Labor costs for our garment manufacturing business was approximately 58.2% of our total garment manufacturing business revenue for the nine months ended December 31, 2023, as compared with 51.7% for the nine months ended December 31, 2022. The increase was mainly due to rising of salary.   

 

Overhead and other expenses for our garment manufacturing business accounted for approximately 0.8% of our total garment business revenue for the nine months ended December 31, 2023, as compared with 3.1% of total garment business revenue for the nine months ended December 31, 2022.

 

For our logistic business, we outsource some of our business to our contractors. The Company relied on a few subcontractors, which the subcontracting fees to our largest contractor represented approximately 39.9% and 25.8% of total cost of revenues for our service segment for the nine months ended December 31, 2023 and 2022, respectively. The increase was attributed to a decrease usage of our own logistics as compared to the subcontractors after the COVID-19 epidemic. We have not experienced any disputes with our subcontractors and we believe we maintain good relationships with our contract logistics services provider.

 

Fuel, toll and other costs for our service business for the nine months ended December 31, 2023 was approximately $1.5 million as compared with $1.9 million for the nine months ended December 31, 2022. Fuel, toll and other costs for our service business accounted for approximately 44.4% of our total service revenue for the nine months ended December 31, 2023, as compared with 50.1% for the nine months ended December 31, 2022. The decrease was primarily attributable to an increase of usage of subcontractors after the COVID-19 epidemic.

 

Subcontracting fees for our service business for the nine months ended December 31, 2023 increased approximately 32.6% to $1.2 million from $0.9 million for the nine months ended December 31, 2022. Subcontracting fees accounted for 35.0% and 23.3% of our total service business revenue in the nine months ended December 31, 2023 and 2022, respectively. The increase was primarily attributable a decrease usage of our own logistics as compared to the subcontractors after the COVID-19 epidemic.

 

13

 

 

For property management and subleasing business, the cost of revenue was mainly the amortization of operating lease assets for the subleasing business.

 

Gross profit

 

Garment manufacturing business gross profit for the nine months ended December 31, 2023 was approximately $40,433, as compared with approximately $35,931 for the nine months ended December 31, 2022. Gross profit accounted for 23.5% of our total garment manufacturing business revenue for the nine months ended December 31, 2023, as compared to 25.3% for the nine months ended December 31, 2022.

 

Gross profit in our logistics services business for the nine months ended December 31, 2023 was approximately $695,940 and gross margin was 20.6%. Gross profit in our logistics services business for the nine months ended December 31, 2022 was approximately $1,018,453 and gross margin was 26.6%. The decrease of gross profit ratio was mainly because the subsidiary PF used more subcontractors to proceed the orders which increase the cost of revenue.  

 

Gross profit in our property management and subleasing business for the nine months ended December 31, 2023 was $69,639, or 22.4% gross margin. It was approximately $572,329, or 21.4% for the nine months ended December 31, 2022. The decrease was due to disposal of DY.

 

  

Nine months ended

December 31,

   Increase
(decrease) in
 
   2023   2022   2023 compared
to 2022
 
   (In U.S. dollars, except for percentages)         
Gross profit  $802,123    100.0%  $1,629,307    100.0%   (827,184)   (50.8)%
Operating expenses:                              
Selling expenses   (132,533)   (16.5)%   (60,155)   (3.7)%   (72,378)   (120.3)%
General and administrative expenses   (1,685,063)   (210.1)%   (1,545,865)   (94.9)%   (139,198)   (9.0)%
Total  $(1,817,596)   (226.6)%  $(1,606,020)   (98.6)%   (211,576)   (13.2)%
(Loss) Income from operations  $(1,015,473)   (126.6)%  $23,287    1.4%   (1,038,760)   (4460.7)%

 

Selling, General and administrative expenses

 

Our selling expenses were mainly incurred for our property management and subleasing business. It consisted of $13,857 for garments manufacturing segment and approximately $118,676 for our property management and subleasing business for the nine months ended December 31, 2023. It was $60,155 for property management and subleasing business for the nine months ended December 31, 2022. 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 nine months ended December 31, 2023 and 2022 was approximately $98,117 and $84,821, respectively. Our general and administrative expenses in our logistics services segment for the nine months ended December 31, 2023 and 2022 was approximately $562,696 and $654,883, respectively. The general and administrative expenses in our property management and subleasing business was approximately $132,336 and $257,351 for the nine months ended December 31, 2023 and 2022, respectively. Our general and administrative expenses in our corporate office for the nine months ended December 31, 2023 and 2022 was approximately $891,914 and $548,810, 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.

 

14

 

 

Total general and administrative expenses for the nine months ended December 31, 2023 increased by approximately 9.0% to $1.7 million from $1.5 million for the nine months ended December 31, 2022.

 

(Loss) Income from operations

 

Loss from operations for the nine months ended December 31, 2023 was approximately $1.0 million, while income from operations for the nine months ended December 31, 2022 was $23,287. Loss from operations of approximately $71,541 and $48,999 for the nine months ended December 31, 2023 and 2022 was attributed from our garment manufacturing segment, respectively. Income from operations of approximately $132,530 and $363,569 was attributed from our logistics services segment for the nine months ended December 31, 2023 and 2022, respectively. Loss from operations of approximately $181,372 and income of $254,934 for the nine months ended December 31, 2023 and 2022 was attributed from our property management and subleasing business, respectively. We incurred expenses from operations in corporate office of approximately $895,090 and $546,217 for the nine months ended December 31, 2023 and 2022, respectively. The increase of expenses from our corporate office was mainly due to increase in legal and professional fees to comply with the SEC accounting, disclosure and reporting requirements.

 

Income Tax Expenses

 

Income tax expense for the nine months ended December 31, 2023 and 2022 was approximately $7,726 and $18,939, respectively. 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.

 

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 nine months ended December 31, 2023 and 2022.

 

QYTG and YX were incorporated in the PRC and are 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 nine months ended December 31, 2023 and 2022.

 

The Company is 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 2023. The preferential tax rates will be expired at end of year 2023.

 

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 nine months ended December 31, 2023 and 2022.

 

Net Income (Loss)

 

We incurred net loss of approximately $4.0 million for the nine months ended December 31, 2023 and a net income of approximately $0.1 million for the nine months ended December 31, 2022. Our basic and diluted earnings per share were ($1.0) and $0.00 for the nine months ended December 31, 2023 and 2022, respectively.

 

Summary of cash flows

 

Summary cash flows information for the nine months ended December 31, 2023 and 2022 is as follow:

 

  

Nine months ended

December 31,

 
   2023   2022 
   (In U.S. dollars) 
Net cash used in operating activities  $(1,521,802)  $(1,528,118)
Net cash provided by (used in) investing activities  $90,863   $(17,500,000)
Net cash provided by financing activities  $1,332,470   $19,240,977 

 

Net cash used in operating activities in the nine months ended December 31, 2023 was $1.5 million, nearly the same as that of the nine months ended December 31, 2022.

 

Net cash provided by investing activities in the nine months ended December 31, 2023 was consist of $0.1 million purchase of property and equipment and long-term prepayment and $0.2 million cash from acquired investee. Net cash used in investing activities in the nine months ended December 31, 2022 was for investment in debt securities.

 

Net cash provided by financing activities for the nine months ended December 31, 2023 included $3.9 million released from restricted cash, proceeds from bank borrowings of $0.2 million and net repayment of $2.7 million to related parties. Net cash provided by financing activities for the nine months ended December 31, 2022 included $20.2 million proceeds from its public offering and $1.0 million net repayment to related parties.

 

Financial Condition, Liquidity and Capital Resources

 

As of December 31, 2023, we had cash on hand of approximately $0.5 million, total current assets of approximately $30.3 million and current liabilities of approximately $5.4 million. We presently finance our operations from revenue, fund raising from our initial public offering 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 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 last year, RMB depreciated against the U.S. dollar. As of December 31, 2023, the market foreign exchange rate was RMB 7.10 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 nine months ended December 31, 2023 and 2022 was approximately $0.05 million and $0.2 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 December 31, 2023 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.

 

15

 

 

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 December 31, 2023. 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.

 

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.

 

16

 

 

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   XBRL Instance Document
101.SCH   XBRL Taxonomy Extension Schema Document
101.CAL   XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF   XBRL Taxonomy Extension Definition Linkbase Document
101.LAB   XBRL Taxonomy Extension Label Linkbase Document
101.PRE   XBRL Taxonomy Extension Presentation Linkbase Document

 

*Filed herewith.

 

17

 

 

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: February 14, 2024 By: /s/ Hong Zhida
    Hong Zhida
    President, Chief Executive Officer and Director,
    (Principal Executive Officer)
     
Date: February 14, 2024 By: /s/ Huang Chao
    Huang Chao
    Chief Financial Officer and Treasurer
    (Principal Financial and Accounting Officer)

 

18

 

 

Exhibit 31.1

 

CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Hong Zhida, certify that:

 

  1. I have reviewed this quarterly report on Form 10-Q of Addentax Group Corp.;
     
  2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
     
  3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
     
  4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     
  (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
     
  (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
     
  (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

 

  5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
     
    (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
     
    (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: February 14, 2024

 

  /s/ Hong Zhida
  Hong Zhida
  President, Chief Executive Officer, Secretary and Director
  (Principal Executive Officer)

 

 

 

 

Exhibit 31.2

 

CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Huang Chao, certify that:

 

  1. I have reviewed this quarterly report on Form 10-Q of Addentax Group Corp.;
     
  2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
     
  3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
     
  4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     
  (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
     
  (c)  Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
     
  (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

 

  5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
     
    (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
     
    (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: February 14, 2024

 

  /s/ Huang Chao
  Huang
  Chao Chief Financial Officer and Treasurer
  (Principal Financial Officer)

 

 

 

 

Exhibit 32.1

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

The undersigned, Hong Zhida, Chief Executive Officer, of Addentax Group Corp., hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

  (1) the quarterly report on Form 10-Q of Addentax Group Corp. for the period ended December 31, 2023 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
     
  (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Addentax Group Corp.

 

  Dated: February 14, 2024
   
  /s/ Hong Zhida
  Hong Zhida
  President, Chief Executive Officer, Secretary and Director
  (Principal Executive Officer)

 

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Addentax Group Corp. and will be retained by Addentax Group Corp. and furnished to the Securities and Exchange Commission or its staff upon request.

 

 

 

 

Exhibit 32.2

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

The undersigned, Huang Chao, Chief Financial Officer, of Addentax Group Corp., hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

  (1) the quarterly report on Form 10-Q of Addentax Group Corp. for the period ended December 31, 2023 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
     
  (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Addentax Group Corp.

 

  Dated: February 14, 2024
   
  /s/ Huang Chao
  Huang Chao
  Chief Financial Officer, Treasurer
  (Principal Financial Officer)

 

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Addentax Group Corp. and will be retained by Addentax Group Corp. and furnished to the Securities and Exchange Commission or its staff upon request.

 

 

 

v3.24.0.1
Cover - shares
9 Months Ended
Dec. 31, 2023
Feb. 13, 2024
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Quarterly Report true  
Document Transition Report false  
Document Period End Date Dec. 31, 2023  
Document Fiscal Period Focus Q3  
Document Fiscal Year Focus 2024  
Current Fiscal Year End Date --03-31  
Entity File Number 333-206097  
Entity Registrant Name ADDENTAX GROUP CORP.  
Entity Central Index Key 0001650101  
Entity Tax Identification Number 35-2521028  
Entity Incorporation, State or Country Code NV  
Entity Address, Address Line One Kingkey 100, Block A  
Entity Address, Address Line Two Room 4805  
Entity Address, Address Line Three Luohu District  
Entity Address, City or Town Shenzhen City  
Entity Address, Country CN  
Entity Address, Postal Zip Code 518000  
City Area Code 86  
Local Phone Number 755 86961 405  
Title of 12(b) Security Common Stock  
Trading Symbol ATXG  
Security Exchange Name NASDAQ  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company true  
Elected Not To Use the Extended Transition Period false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   4,294,979
v3.24.0.1
Condensed Consolidated Balance Sheets (Unaudited) - USD ($)
Dec. 31, 2023
Mar. 31, 2023
CURRENT ASSETS    
Cash and cash equivalents $ 498,254 $ 562,711
Restricted cash 3,250,000
Accounts receivables, net 2,182,465 1,858,889
Debt securities held-to-maturity 17,718,750
Inventories 304,400 285,528
Prepayments and other receivables 19,259,660 959,196
Advances to suppliers 2,008,023 1,281,075
Total current assets 30,311,918 23,041,241
NON-CURRENT ASSETS    
Plant and equipment, net 607,311 649,120
Long-term prepayments 257,314 90,032
Restricted cash 14,750,000
Long-term receivables 2,500,000 2,500,000
Operating lease right of use asset 20,108,986 272,488
Total non-current assets 23,473,611 18,261,640
TOTAL ASSETS 53,785,529 41,302,881
CURRENT LIABILITIES    
Short-term loan 309,175 137,468
Accounts payable 466,184 267,501
Advances from customers 195,755 2,152
Accrued expenses and other payables 1,251,839 606,843
Operating lease liability current portion 1,079,653 127,101
Total current liabilities 5,427,606 3,525,698
NON-CURRENT LIABILITIES    
Convertible debts 2,376,112 11,219,519
Derivative liabilities 2,708,757 2,290,483
Operating lease liability 19,029,332 145,387
Total non-current liabilities 24,114,201 13,655,389
TOTAL LIABILITIES 29,541,807 17,181,087
EQUITY    
Common stock ($0.001 par value, 250,000,000 shares authorized, 4,494,979 and 35,454,670 shares issued and outstanding at December 31 and March 31, 2023, respectively) 4,495 35,455
Additional paid-in capital 33,606,949 29,528,564
Accumulated Deficit (9,433,762) (5,451,209)
Statutory reserve 37,027 28,457
Accumulated other comprehensive loss 29,013 (19,473)
Total equity 24,243,722 24,121,794
TOTAL LIABILITIES AND EQUITY 53,785,529 41,302,881
Related Party [Member]    
CURRENT ASSETS    
Amount due from related party 2,809,116 375,092
CURRENT LIABILITIES    
Amount due to related parties $ 2,125,000 $ 2,384,633
v3.24.0.1
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares
Dec. 31, 2023
Mar. 31, 2023
Statement of Financial Position [Abstract]    
Common stock, par value $ 0.001 $ 0.001
Common stock, shares authorized 250,000,000 250,000,000
Common stock, shares issued 4,494,979 35,454,670
Common stock, shares outstanding 4,494,979 35,454,670
v3.24.0.1
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($)
3 Months Ended 9 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2023
Dec. 31, 2022
Income Statement [Abstract]        
REVENUES $ 1,468,496 $ 2,122,242 $ 3,856,316 $ 6,652,645
COST OF REVENUES (1,306,169) (1,514,780) (3,054,193) (5,023,338)
GROSS PROFIT 162,327 607,462 802,123 1,629,307
OPERATING EXPENSES        
Selling and marketing (95,321) (24,511) (132,533) (60,155)
General and administrative (516,598) (675,918) (1,685,063) (1,545,865)
Total operating expenses (611,919) (700,429) (1,817,596) (1,606,020)
INCOME (LOSS) FROM OPERATIONS (449,592) (92,967) (1,015,473) 23,287
Fair value gain or loss (1,738,593) (172,001)
Interest income 1,712 1,687 5,129 6,687
Interest expenses (529,530) (1,986) (2,426,064) (6,653)
Other income (expense), net 111,566 19,232 (357,848) 93,288
INCOME (LOSS) BEFORE INCOME TAX EXPENSE (2,604,437) (74,034) (3,966,257) 116,609
INCOME TAX EXPENSE (3,225) (8,184) (7,726) (18,939)
NET (LOSS)/INCOME (2,607,662) (82,218) (3,973,983) 97,670
Foreign currency translation gain (41,266) (43,032) 48,486 159,660
TOTAL COMPREHENSIVE INCOME (LOSS) $ (2,648,928) $ (125,250) $ (3,925,497) $ 257,330
EARNINGS PER SHARE        
Earnings (Loss) per share, Basic $ (0.66) $ (0.00) $ (1.00) $ 0.00
Earnings (Loss) per share, Diluted $ (0.66) $ (0.00) $ (1.00) $ 0.00
Weighted average number of shares outstanding - Basic 3,980,714 28,377,936 3,980,714 28,377,936
Weighted average number of shares outstanding - Diluted 3,980,714 28,377,936 3,980,714 28,377,936
v3.24.0.1
Condensed Consolidated Statements of Changes in Equity (Unaudited) - USD ($)
Common Stock [Member]
Additional Paid-in Capital [Member]
Retained Earnings Unrestricted [Member]
Retained Earnings Statutory Reserve [Member]
AOCI Attributable to Parent [Member]
Total
Beginning balance, value at Mar. 31, 2022 $ 26,693 $ 6,815,333 $ (6,756,230) $ 13,821 $ (170,984) $ (71,367)
Beginning balance, shares at Mar. 31, 2022 26,693,004          
Appropriation to Statutory Reserves (14,631) 14,631
Foreign currency translation 159,660 159,660
Net loss for the period 97,670 97,670
Issuance of new shares $ 5,000 22,716,993 22,721,993
Issuance of new shares, shares 5,000,000          
Ending balance, value at Dec. 31, 2022 $ 31,693 29,532,326 (6,673,191) 28,452 (11,324) 22,907,956
Ending balance, shares at Dec. 31, 2022 31,693,004          
Beginning balance, value at Sep. 30, 2022 $ 31,693 29,532,326 (6,576,342) 13,821 31,708 23,033,206
Beginning balance, shares at Sep. 30, 2022 31,693,004          
Appropriation to Statutory Reserves (14,631) 14,631
Foreign currency translation (43,032) (43,032)
Net loss for the period (82,218) (82,218)
Ending balance, value at Dec. 31, 2022 $ 31,693 29,532,326 (6,673,191) 28,452 (11,324) 22,907,956
Ending balance, shares at Dec. 31, 2022 31,693,004          
Beginning balance, value at Mar. 31, 2023 $ 35,455 29,528,564 (5,451,209) 28,457 (19,473) 24,121,794
Beginning balance, shares at Mar. 31, 2023 35,454,670          
Appropriation to Statutory Reserves (8,570) 8,570
Foreign currency translation 48,486 48,486
Net loss for the period (3,972,983) (3,973,983)
Additional paid-in capital from conversion of convertible debts 4,047,425 4,047,425
Issuance of new shares before reversed split $ 1,941 (1,941)
Issuance of new shares before reversed split, shares 1,940,750          
Reverse stock split $ (33,656) 33,656
Reverse stoc split, shares (33,655,878)          
New shares for round up of fragmental shares $ 0 0
New shares for round up of fracmental shares, shares 39          
Issuance of new shares after reversed split $ 755 (755)
Issuance of new shares after reversed split, shares 755,398          
Ending balance, value at Dec. 31, 2023 $ 4,495 33,606,949 (9,433,762) 37,027 29,013 24,243,722
Ending balance, shares at Dec. 31, 2023 4,494,979          
Beginning balance, value at Sep. 30, 2023 $ 4,495 33,558,928 (6,817,530) 28,457 70,279 26,844,629
Beginning balance, shares at Sep. 30, 2023 4,494,979          
Appropriation to Statutory Reserves (8,570) 8,570
Foreign currency translation (41,266) (41,266)
Net loss for the period (2,607,662) (2,607,662)
Additional paid-in capital from conversion of convertible debts 48,021 48,021
Ending balance, value at Dec. 31, 2023 $ 4,495 $ 33,606,949 $ (9,433,762) $ 37,027 $ 29,013 $ 24,243,722
Ending balance, shares at Dec. 31, 2023 4,494,979          
v3.24.0.1
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)
9 Months Ended
Dec. 31, 2023
Dec. 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:    
Net (loss) income $ (3,973,983) $ 97,670
Adjustments to reconcile net income (loss) to net cash used in operating activities:    
Depreciation and amortization 664,646 264,876
Amotization of convertible debt 2,402,972
Investment income (218,750)
Fair value gain or loss 172,001
Loss on debts extinguishment 697,318
Gain on bargain purchase (975)
Changes in operating assets and liabilities    
Accounts receivable (323,576) 74,598
Inventories (18,872) 11,904
Advances to suppliers (726,948) 126,639
Other receivables (95,924) (1,789,539)
Accounts payables 198,683 (1,309,228)
Accrued expenses and other payables (402,381) 992,046
Advances from customers 103,987 2,916
Net cash used in operating activities (1,521,802) (1,528,118)
CASH FLOWS FROM INVESTING ACTIVITIES:    
Purchase of property and equipment and intangible assets (135,299)
Cash from acquired investee 226,162
Purchase of debt securities (17,500,000)
Net cash used in investing activities 90,863 (17,500,000)
CASH FLOWS FROM FINANCING ACTIVITIES:    
Proceeds from issue of ordinary shares 20,221,993
Proceeds from related party borrowings 2,648,014 2,376,221
Repayment of related party borrowings (5,341,671) (3,356,829)
Release of restricted cash 3,850,000
Proceeds from bank borrowings 176,127
Repayment of bank borrowings (408)
Net cash provided by financing activities 1,332,470 19,240,977
NET INCREASE IN CASH AND CASH EQUIVALENTS (98,469) 212,859
Effect of exchange rate changes on cash and cash equivalents 34,012 (15,118)
Cash and cash equivalents, beginning of the period 562,711 1,390,644
CASH AND CASH EQUIVALENTS, END OF THE PERIOD 498,254 1,588,385
Supplemental disclosure of cash flow information:    
Cash paid during the period for interest
Cash paid during the period for income tax 7,726 18,939
Supplemental disclosure of non-cash investing and financing activities:    
Right-of-use assets obtained in exchange for operating lease obligations $ 19,934,673
v3.24.0.1
ORGANIZATION AND BUSINESS ACQUISITIONS
9 Months Ended
Dec. 31, 2023
Accounting Policies [Abstract]  
ORGANIZATION AND BUSINESS ACQUISITIONS

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”).

 

v3.24.0.1
BASIS OF PRESENTATION
9 Months Ended
Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
BASIS OF PRESENTATION

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, 2023 filed with the Securities and Exchange Commission (“SEC”) on June 29, 2023 (“2023 Form 10-K”).

 

v3.24.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
9 Months Ended
Dec. 31, 2023
Accounting Policies [Abstract]  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Use of Estimates

 

The preparation of the consolidated financial statements in conformity with US 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.

 

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.

 

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

 

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.

 

 

v3.24.0.1
BUSINESS ACQUISITION
9 Months Ended
Dec. 31, 2023
Business Combination and Asset Acquisition [Abstract]  
BUSINESS ACQUISITION

4. BUSINESS ACQUISITION

 

In September 2023, the Company acquired a 100% equity interest of Dongguan Hongxiang Commercial Co., Ltd (HX), an entity engaged in property management and subleasing services in Dongguan, Guangdong Province, for cash consideration of $438,470 (RMB3.2 million). The Company recognized gain on bargain purchase of $996. The acquisition has been accounted under the acquisition method of accounting in accordance with ASC 805, “Business Combinations”. The results of HX’s operations have been included in the consolidated financial statements since its acquisition date.

 

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

 

   September 5, 2023 
Cash in bank  $226,162 
Other receivables   705,510 
Fixed assets, net   58,493 
Long-term prepayments   192,391 
Advance from customers   (89,616)
Payroll payable   (19,239)
Other tax payable   (4,633)
Other payables   (629,602)
Net book value at acquisition date   439,466 
Gain on bargain purchase   (996)
Purchase price  $438,470 

 

Pro forma results of operation for this acquisition have not been presented because the effects of the acquisition were not material to the Company’s consolidated financial results.

 

v3.24.0.1
RELATED PARTY TRANSACTIONS
9 Months Ended
Dec. 31, 2023
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS

5. RELATED PARTY TRANSACTIONS

  

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
Jinlong Huang   Management of HSW

 

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

 

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

SCHEDULE OF AMOUNT DUE FROM RELATED PARTY   

Amount due from related party  December 31, 2023   March 31, 2023 
Zhida Hong (1)  $2,111,557   $- 
Bihua Yang   697,559    375,092 
Amount due from related party  $2,809,116   $375,092 

 

  

Related party borrowings  December 31, 2023   March 31, 2023 
Zhida Hong  $-   $901,110 
Hongye Financial Consulting (Shenzhen) Co., Ltd.   146,388    45,841 
Dewu Huang (2)   1,862,446    1,305,758 
Jinlong Huang   116,166    131,924 
Total Related party borrowings   $2,125,000   $2,384,633 

 

  (1) Being cash advance to Zhida Hong to pay for new brand development fee of the Company.
     
  (2) Being interest free loan as financial support from Dewu Huang to pay for daily operating expenditures of YBY.

 

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

 

v3.24.0.1
RESTRICTED CASH
9 Months Ended
Dec. 31, 2023
Cash and Cash Equivalents [Abstract]  
RESTRICTED CASH

6. RESTRICTED CASH

 

The proceeds from issuance of the convertible note and warrants were deposited in a Holder Master Restricted Account controlled by the holders of the convertible note and warrants. The restricted cash will be released, over the period from the issuance date to the maturity date of the convertible note, when control account release events occur, which includes: (i) the Company’s receipt of a notice by the Holder electing to voluntarily effect a release of cash to the Company; (ii) the shareholder approval and registration of the new authorized shares according to the Securities Purchase Agreement; and (iii) any conversion of the convertible note.

 

v3.24.0.1
DEBT SECURITIES HELD-TO-MATURITY
9 Months Ended
Dec. 31, 2023
Investments, Debt and Equity Securities [Abstract]  
DEBT SECURITIES HELD-TO-MATURITY

7. DEBT SECURITIES HELD-TO-MATURITY

  

   December 31, 2023   March 31, 2023 
         
Debt securities held-to-maturity  $        -   $17,718,750 

 

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. As of December 31, and March 31, 2023, the coupon receivable was $437,500 and $218,750, respectively. The note was matured on August 23, 2023 and was reclassified to Other receivables (Note 10). The Company is discussing with the issuer and will determine whether to renew the note.

 

 

v3.24.0.1
INVENTORIES
9 Months Ended
Dec. 31, 2023
Inventory Disclosure [Abstract]  
INVENTORIES

8. INVENTORIES

 

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

  

    December 31, 2023     March 31, 2023  
Raw materials   $ 67,448     $ 19,484  
Work in progress     -       9,373  
Finished goods     236,952       256,671  
Total inventories   $ 304,400     $ 285,528  

 

v3.24.0.1
ADVANCES TO SUPPLIERS
9 Months Ended
Dec. 31, 2023
Advances To Suppliers  
ADVANCES TO SUPPLIERS

9. 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.

 

v3.24.0.1
PREPAYMENTS AND OTHER RECEIVABLES
9 Months Ended
Dec. 31, 2023
Receivables [Abstract]  
PREPAYMENTS AND OTHER RECEIVABLES

10. PREPAYMENTS AND OTHER RECEIVABLES

 

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

  

   December 31, 2023   March 31, 2023 
Prepayment   36,761    10,913 
Deposit   750,932    40,341 
Receivable of consideration on disposal of subsidiaries   233,956    708,457 
Receivable of matured debt security (Note)   17,937,500    - 
Other receivables   300,511    199,485 
Total Prepayment  $19,259,660   $959,196 

 

Note: The debt security held-to-maturity was matured and was reclassified to Other receivables. The Company is discussing with the issuer and will determine whether to renew the note. (Note 7)

 

v3.24.0.1
PROPERTY, PLANT AND EQUIPMENT
9 Months Ended
Dec. 31, 2023
Property, Plant and Equipment [Abstract]  
PROPERTY, PLANT AND EQUIPMENT

11. PROPERTY, PLANT AND EQUIPMENT

 

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

 

   December 31, 2023   March 31, 2023 
Production plant  $107,573   $68,345 
Motor vehicles   1,065,287    1,100,683 
Office equipment   53,143    26,025 
Total gross   1,226,003    1,195,053 
Less: accumulated depreciation   (618,692)   (545,933)
Plant and equipment, net  $607,311   $649,120 

 

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

 

 

v3.24.0.1
LONG-TERM RECEIVABLES
9 Months Ended
Dec. 31, 2023
Receivables [Abstract]  
LONG-TERM RECEIVABLES

12. 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.

 

v3.24.0.1
SHORT-TERM BANK LOAN
9 Months Ended
Dec. 31, 2023
Debt Disclosure [Abstract]  
SHORT-TERM BANK LOAN

13. 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 (RMB1,000,000) for daily operations. The loans are guaranteed at no cost by the legal representative of HSW. As of December 31, 2023, the Company has borrowed $133,047 (RMB944,255) (March 31, 2023: $137,468) under this line of credit with various annual interest rates from 4.34% to 4.9%. The outstanding loan balance was due on December 31, 2021. The Company was not able to renew the loan facility with the bank. The Company is negotiating with the bank on repayment schedule of the loan balance and interest payable.

 

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 (RMB9,000,000) for daily operations, with Loan Prime Rate of the day prior to the draw down day. The loans are guaranteed by the legal representative of XKJ at no cost. The first borrow was happened in October 2023, before that, the company didn’t exercise the agreement. As of December 31, 2023, the Company has borrowed $105,677 (RMB750,000) (March 31, 2023: Nil) under this line of credit with annual interest rate of 3.9%. The revolving credit facility will be expired on February 1, 2026.

 

In December 2023, PF entered into a facility agreement with Sichuan Xinwang Bank Co., Ltd. and obtained a line of credit, which allows the Company to borrow up to approximately $70,451 (RMB500,000) for daily operations. As of December 31, 2023, the Company has borrowed $70,451 (RMB500,000) (March 31, 2023: Nil) under this line of credit with annual interest rate of 6.72%. The loan facility will be expired on December 26, 2025.

 

v3.24.0.1
TAXATION
9 Months Ended
Dec. 31, 2023
Income Tax Disclosure [Abstract]  
TAXATION

14. 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’s 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 December 31, 2023 and 2022.

 

YX, our wholly owned subsidiary, were incorporated in the PRC and is subject to the EIT tax rate of 25%. No provision for income taxes in the PRC has been made as YX had no taxable income for the three months ended December 31, 2023 and 2022.

 

The 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 2023 and 2022. The preferential tax rate will be expired at end of year 2023 and the EIT rate will be 25% from year 2024.

 

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 December 31, 2023 and 2022.

 

 

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

   

   2023   2022   2023   2022 
   Three months ended   Nine months ended 
   December 31,   December 31, 
   2023   2022   2023   2022 
PRC statutory tax rate   25%   25%   25%   25%
Computed expected benefits   (651,109)   (18,509)   (991,564)   29,152 
Temporary differences   37,772    (54,616)   13,003    (148,387)
Permanent difference   93,336    9,933    99,648    13,278 
Changes in valuation allowance   523,226    71,376    886,639    124,896 
Income tax expense  $3,225   $8,184    7,726    18,939 

 

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 PF enjoyed the preferential VAT rate of 3% in 2023 and 2022. 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.

 

v3.24.0.1
CONSOLIDATED SEGMENT DATA
9 Months Ended
Dec. 31, 2023
Segment Reporting [Abstract]  
CONSOLIDATED SEGMENT DATA

15. 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”.

 

 

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

 

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

 

Revenues from external customers  2023   2022   2023   2022 
   Three months ended   Nine months ended 
   December 31,   December 31, 
Revenues from external customers  2023   2022   2023   2022 
Garments manufacturing segment   27,015    100,723    172,106    142,010 
Logistics services segment   1,189,004    1,213,530    3,373,670    3,826,070 
Property management and subleasing   252,477    796,343    310,540    2,671,379 
Total of reportable segments   1,468,496   $2,110,596   $3,856,316   $6,639,459 
Corporate and other   -    11,646    -    13,186 
Total consolidated revenue  $1,468,496   $2,122,242   $3,856,316   $6,652,645 

 

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

  

   2023   2022   2023   2022 
   Three months ended   Nine months ended 
   December 31,   December 31, 
   2023   2022   2023   2022 
Garments manufacturing segment   (30,398)   7,745    (71,541)   (48,999)
Logistics services segment   (41,699)   91,147    132,530    363,569 
Property management and subleasing   (168,012)   131,213    (181,372)   254,934 
Total of reportable segments  $(240,109)  $230,105   $(120,383)  $569,504 
Corporate and other   (209,483)   (323,072)   (895,090)   (546,217)
Total consolidated income (loss) from operations   (449,592)   (92,967)   (1,015,473)   23,287 

 

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

  

Total assets  December 31, 2023   March 31, 2023 
Garment manufacturing segment  $2,622,846   $2,169,973 
Logistics services segment   2,999,261    2,476,841 
Property management and subleasing   21,111,864    - 
Total of reportable segments   26,733,971    4,646,814 
Corporate and other   27,051,558    36,656,067 
Consolidated total assets  $53,785,529   $41,302,881 

 

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

  

   Three months ended
December 31,
   Nine months ended
December 31,
 
   2023   2022   2023   2022 
Revenues                    
China   1,468,496    2,122,242    3,856,316    6,652,645 
Total   1,468,496    2,122,242    3,856,316    6,652,645 

 

   December 31, 2023   March 31, 2023 
Long-Lived Assets          
China   23,473,610    3,511,640 

 

 

v3.24.0.1
FINANCIAL INSTRUMENTS
9 Months Ended
Dec. 31, 2023
Investments, All Other Investments [Abstract]  
FINANCIAL INSTRUMENTS

16. 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 December 31, 2023, the fair value of the Warrant was $268,435 (March 31, 2023: approximately $2.0 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.

 

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:

 

  

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.

 

The movement of the Company’s convertible notes obligations were as the following for the three and nine months ended December 31, 2023 and 2022:

  

   2023   2022   2023   2022 
   Three months ended   Nine months ended 
   December 31,   December 31, 
   2023   2022   2023   2022 
Carrying value – beginning balance  $2,583,324   $-   $9,893,979   $- 
Converted to ordinary shares   (51,530)   -    (4,629,520)   - 
Reversal of debt discount due to conversion   4,012         886,191      
Redemption   -    -    (5,687,056)   - 
Amortization of debt discount   364,400    -    2,616,008    - 
Deferred debt discount and cost of issuance   (677,683)   -    (1,815,995)   - 
Interest charge   153,589    -    1,112,505    - 
Carrying value – ending balance  $2,376,112   $-   $2,376,112   $- 

 

During the three months ended December 31 2023, approximately $51,530 of the convertible notes was converted into approximately 50,298 ordinary shares, with average effective conversion price of $1.0245 per share.

 

During the nine months ended December 31 2023, approximately $4.6 million of the convertible notes was converted into approximately 3.11 million ordinary shares, with average effective conversion price of $1.4896 per share.

 

On July 13, 2023, the Company entered into a Waiver and Ratification Agreement with one of the holders of the Convertible Note. According to the agreement, the holder redeemed the full amount of $7.5 million for the Convertible Note and irrevocably waives any past, present or future claims, rights and obligations under the Convertible Note.

 

 

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

SCHEDULE OF DERIVATIVE LIABILITIES 

   2023   2022   2023   2022 
   Three months ended   Nine months ended 
   December 31,   December 31, 
   2023   2022   2023   2022 
Derivative liabilities –Warrants  $    $    $    $- 
Beginning balance   268,435    -    4,026,521    - 
Marked to the market   704,640    -    (3,053,446)   - 
Ending fair value   973,075    -    973,075    - 
                   - 
Derivative liabilities – Embedded conversion feature                  - 
Beginning balance   24,549    -    1,247,500    - 
Converted to ordinary shares   (503)   -    (454,097)   - 
Remeasurement on change of convertible price   677,683    -    1,815,996    - 
Redemption   -    -    (1,115,627)   - 
Marked to the market   1,033,953    -    241,910    - 
Ending fair value   1,735,682    -    1,735,682    - 
         -         - 
Total Derivative fair value at end of period  $2,708,757   $-   $2,708,757   $- 

 

v3.24.0.1
LEASE RIGHT-OF-USE ASSET AND LEASE LIABILITIES
9 Months Ended
Dec. 31, 2023
Lease Right-of-use Asset And Lease Liabilities  
LEASE RIGHT-OF-USE ASSET AND LEASE LIABILITIES

17. LEASE 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 December 31, 2023, with average discounted rate of 4.9%. A single lease cost is recognized over the lease term on a generally straight-line basis. All cash payments of operating lease cost are classified within operating activities in the statement of cash flows.

 

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

 

The Following table summarizes the components of lease expense:

  

   2023   2022   2023   2022 
   Three months ended
December 31,
   Nine months ended
December 31,
 
   2023   2022   2023   2022 
Operating lease cost   362,991    902,455    437,791    2,723,514 
Short-term lease cost   36,830    19,540    94,881    58,955 
Lease Cost  $399,821   $921,995   $532,672   $2,782,469 

 

The following table summarizes supplemental information related to leases:

  

   2023   2022   2023   2022 
   Three months ended
December 31,
   Nine months ended
December 31,
 
   2023   2022   2023   2022 
Cash paid for amounts included in the measurement of lease liabilities                    
Operating cash flow from operating leases  $399,821   $921,995    532,672    2,782,469 
Right-of-use assets obtained in exchange for new operating leases liabilities   671,059    159,758    20,183,459    (332,682)
Weighted average remaining lease term - Operating leases (years)   14.6    1.1    14.6    1.1 
Weighted average discount rate - Operating leases   4.90%   4.75%   4.90%   4.75%

 

 

The following table summarizes the maturity of operating lease liabilities:

  

Years ending December 31  Lease cost 
2024  $1,132,384 
2025   1,077,906 
2026   1,012,052 
2027   1,177,909 
2028 and there after   26,030,167 
Total lease payments   30,430,418 
Less: Interest   (10,321,433)
Total  $20,108,985 

 

v3.24.0.1
SHARE CAPITAL
9 Months Ended
Dec. 31, 2023
Equity [Abstract]  
SHARE CAPITAL

18. 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.

 

v3.24.0.1
RISKS AND UNCERTAINTIES
9 Months Ended
Dec. 31, 2023
Risks and Uncertainties [Abstract]  
RISKS AND UNCERTAINTIES

19. 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 7.10 and 6.87 as of December 31, 2023 and March 31, 2023, respectively. Revenue and expenses are translated at the average yearly exchange rates, which was 7.148 and 6.603 for the three months ended December 31, 2023 and 2022, respectively. Equity is translated at historical exchange 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.

 

(c) Concentration Risks

 

The followings are the percentages of accounts receivable balance of the top customers over accounts receivable for each segment as of December 31, 2023 and March 31, 2023.

 

 

Garment manufacturing segment

  

   December 31, 2023   March 31, 2023 
Customer A   89.3%   82.5%
Customer B   10.7%   9.9%

 

The high concentration as of December 31, 2023 was mainly due to business development of a large distributor of garments. Management believes that should the Company lose any one of its major customers, it was able to sell similar products to other customers.

 

Logistics services segment

 

   December 31, 2023   March 31, 2023 
Customer A   23.4%   11.4%
Customer B   16.9%   10.2%
Customer C   11.0%   6.4%
Customer D   9.1%   14.1%
Customer E   4.8%   Nil 

 

Property management and subleasing segment

 

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

 

Concentration on customers

 

For the three months ended December 31, 2023, two customers from Logistics services segment provided more than 10% of total revenue of the Company, together representing 31.8% of total revenue of the Company for the three months. For the three months ended December 31, 2022, one customer provided more than 10% of total revenue of the Company, representing 11.8% of total revenue of the Company for the three months. For the nine months ended December 31, 2023, one customer from Logistics services segment provided more than 10% of total revenue of the Company, representing 16.5% of total revenue of the Company for the nine months. For the nine months ended December 31, 2022, one customer provided more than 10% of total revenue of the Company, representing 10.8% of total revenue of the Company for the nine months.

 

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

 

Concentration on suppliers

 

The following tables summarized the purchases from five largest suppliers of each of the reportable segments for the three and nine months ended December 31, 2023 and 2022.

  

   Three months ended   Nine months ended 
   December 31,   December 31, 
   2023   2022   2023   2022 
Garment manufacturing segment   Nil %   Nil %   Nil %   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 December 31, 2023, the total outstanding borrowings amounted to $309,175 (RMB2,194,255) with various interest rate from 3.9% to 6.72% p.a. (Note 13)

v3.24.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
9 Months Ended
Dec. 31, 2023
Accounting Policies [Abstract]  
Use of Estimates

Use of Estimates

 

The preparation of the consolidated financial statements in conformity with US 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.

 

Accounts receivable, net

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.

 

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

 

Recently issued accounting pronouncements

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.

v3.24.0.1
BUSINESS ACQUISITION (Tables)
9 Months Ended
Dec. 31, 2023
Business Combination and Asset Acquisition [Abstract]  
SCHEDULE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED

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

 

   September 5, 2023 
Cash in bank  $226,162 
Other receivables   705,510 
Fixed assets, net   58,493 
Long-term prepayments   192,391 
Advance from customers   (89,616)
Payroll payable   (19,239)
Other tax payable   (4,633)
Other payables   (629,602)
Net book value at acquisition date   439,466 
Gain on bargain purchase   (996)
Purchase price  $438,470 
v3.24.0.1
RELATED PARTY TRANSACTIONS (Tables)
9 Months Ended
Dec. 31, 2023
Related Party Transactions [Abstract]  
SUMMARY OF FINANCIAL POSITION OF ENTITIES AND GAIN OR LOSS ON DISPOSAL

  

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
Jinlong Huang   Management of HSW
SCHEDULE OF AMOUNT DUE FROM RELATED PARTY

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

SCHEDULE OF AMOUNT DUE FROM RELATED PARTY   

Amount due from related party  December 31, 2023   March 31, 2023 
Zhida Hong (1)  $2,111,557   $- 
Bihua Yang   697,559    375,092 
Amount due from related party  $2,809,116   $375,092 
SCHEDULE OF RELATED PARTIES BORROWINGS

  

Related party borrowings  December 31, 2023   March 31, 2023 
Zhida Hong  $-   $901,110 
Hongye Financial Consulting (Shenzhen) Co., Ltd.   146,388    45,841 
Dewu Huang (2)   1,862,446    1,305,758 
Jinlong Huang   116,166    131,924 
Total Related party borrowings   $2,125,000   $2,384,633 

 

  (1) Being cash advance to Zhida Hong to pay for new brand development fee of the Company.
     
  (2) Being interest free loan as financial support from Dewu Huang to pay for daily operating expenditures of YBY.
v3.24.0.1
DEBT SECURITIES HELD-TO-MATURITY (Tables)
9 Months Ended
Dec. 31, 2023
Investments, Debt and Equity Securities [Abstract]  
SCHEDULE OF DEBT SECURITIES HELD TO MATURITY

  

   December 31, 2023   March 31, 2023 
         
Debt securities held-to-maturity  $        -   $17,718,750 
v3.24.0.1
INVENTORIES (Tables)
9 Months Ended
Dec. 31, 2023
Inventory Disclosure [Abstract]  
SCHEDULE OF INVENTORIES

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

  

    December 31, 2023     March 31, 2023  
Raw materials   $ 67,448     $ 19,484  
Work in progress     -       9,373  
Finished goods     236,952       256,671  
Total inventories   $ 304,400     $ 285,528  
v3.24.0.1
PREPAYMENTS AND OTHER RECEIVABLES (Tables)
9 Months Ended
Dec. 31, 2023
Receivables [Abstract]  
SCHEDULE OF PREPAYMENTS AND OTHER RECEIVABLES

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

  

   December 31, 2023   March 31, 2023 
Prepayment   36,761    10,913 
Deposit   750,932    40,341 
Receivable of consideration on disposal of subsidiaries   233,956    708,457 
Receivable of matured debt security (Note)   17,937,500    - 
Other receivables   300,511    199,485 
Total Prepayment  $19,259,660   $959,196 
v3.24.0.1
PROPERTY, PLANT AND EQUIPMENT (Tables)
9 Months Ended
Dec. 31, 2023
Property, Plant and Equipment [Abstract]  
SCHEDULE OF PLANT AND EQUIPMENT

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

 

   December 31, 2023   March 31, 2023 
Production plant  $107,573   $68,345 
Motor vehicles   1,065,287    1,100,683 
Office equipment   53,143    26,025 
Total gross   1,226,003    1,195,053 
Less: accumulated depreciation   (618,692)   (545,933)
Plant and equipment, net  $607,311   $649,120 
v3.24.0.1
TAXATION (Tables)
9 Months Ended
Dec. 31, 2023
Income Tax Disclosure [Abstract]  
SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION

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

   

   2023   2022   2023   2022 
   Three months ended   Nine months ended 
   December 31,   December 31, 
   2023   2022   2023   2022 
PRC statutory tax rate   25%   25%   25%   25%
Computed expected benefits   (651,109)   (18,509)   (991,564)   29,152 
Temporary differences   37,772    (54,616)   13,003    (148,387)
Permanent difference   93,336    9,933    99,648    13,278 
Changes in valuation allowance   523,226    71,376    886,639    124,896 
Income tax expense  $3,225   $8,184    7,726    18,939 
v3.24.0.1
CONSOLIDATED SEGMENT DATA (Tables)
9 Months Ended
Dec. 31, 2023
Segment Reporting [Abstract]  
SCHEDULE OF SEGMENT REPORTING FOR REVENUE

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

 

Revenues from external customers  2023   2022   2023   2022 
   Three months ended   Nine months ended 
   December 31,   December 31, 
Revenues from external customers  2023   2022   2023   2022 
Garments manufacturing segment   27,015    100,723    172,106    142,010 
Logistics services segment   1,189,004    1,213,530    3,373,670    3,826,070 
Property management and subleasing   252,477    796,343    310,540    2,671,379 
Total of reportable segments   1,468,496   $2,110,596   $3,856,316   $6,639,459 
Corporate and other   -    11,646    -    13,186 
Total consolidated revenue  $1,468,496   $2,122,242   $3,856,316   $6,652,645 
SCHEDULE OF SEGMENT REPORTING FOR (LOSS) INCOME FROM OPERATION

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

  

   2023   2022   2023   2022 
   Three months ended   Nine months ended 
   December 31,   December 31, 
   2023   2022   2023   2022 
Garments manufacturing segment   (30,398)   7,745    (71,541)   (48,999)
Logistics services segment   (41,699)   91,147    132,530    363,569 
Property management and subleasing   (168,012)   131,213    (181,372)   254,934 
Total of reportable segments  $(240,109)  $230,105   $(120,383)  $569,504 
Corporate and other   (209,483)   (323,072)   (895,090)   (546,217)
Total consolidated income (loss) from operations   (449,592)   (92,967)   (1,015,473)   23,287 
SCHEDULE OF SEGMENT REPORTING FOR ASSETS

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

  

Total assets  December 31, 2023   March 31, 2023 
Garment manufacturing segment  $2,622,846   $2,169,973 
Logistics services segment   2,999,261    2,476,841 
Property management and subleasing   21,111,864    - 
Total of reportable segments   26,733,971    4,646,814 
Corporate and other   27,051,558    36,656,067 
Consolidated total assets  $53,785,529   $41,302,881 
SCHEDULE OF GEOGRAPHICAL INFORMATION

  

   Three months ended
December 31,
   Nine months ended
December 31,
 
   2023   2022   2023   2022 
Revenues                    
China   1,468,496    2,122,242    3,856,316    6,652,645 
Total   1,468,496    2,122,242    3,856,316    6,652,645 

 

   December 31, 2023   March 31, 2023 
Long-Lived Assets          
China   23,473,610    3,511,640 
v3.24.0.1
FINANCIAL INSTRUMENTS (Tables)
9 Months Ended
Dec. 31, 2023
Investments, All Other Investments [Abstract]  
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 
SCHEDULE OF CONVERTIBLE NOTES OBLIGATION

  

   2023   2022   2023   2022 
   Three months ended   Nine months ended 
   December 31,   December 31, 
   2023   2022   2023   2022 
Carrying value – beginning balance  $2,583,324   $-   $9,893,979   $- 
Converted to ordinary shares   (51,530)   -    (4,629,520)   - 
Reversal of debt discount due to conversion   4,012         886,191      
Redemption   -    -    (5,687,056)   - 
Amortization of debt discount   364,400    -    2,616,008    - 
Deferred debt discount and cost of issuance   (677,683)   -    (1,815,995)   - 
Interest charge   153,589    -    1,112,505    - 
Carrying value – ending balance  $2,376,112   $-   $2,376,112   $- 
SCHEDULE OF DERIVATIVE LIABILITIES

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

SCHEDULE OF DERIVATIVE LIABILITIES 

   2023   2022   2023   2022 
   Three months ended   Nine months ended 
   December 31,   December 31, 
   2023   2022   2023   2022 
Derivative liabilities –Warrants  $    $    $    $- 
Beginning balance   268,435    -    4,026,521    - 
Marked to the market   704,640    -    (3,053,446)   - 
Ending fair value   973,075    -    973,075    - 
                   - 
Derivative liabilities – Embedded conversion feature                  - 
Beginning balance   24,549    -    1,247,500    - 
Converted to ordinary shares   (503)   -    (454,097)   - 
Remeasurement on change of convertible price   677,683    -    1,815,996    - 
Redemption   -    -    (1,115,627)   - 
Marked to the market   1,033,953    -    241,910    - 
Ending fair value   1,735,682    -    1,735,682    - 
         -         - 
Total Derivative fair value at end of period  $2,708,757   $-   $2,708,757   $- 
v3.24.0.1
LEASE RIGHT-OF-USE ASSET AND LEASE LIABILITIES (Tables)
9 Months Ended
Dec. 31, 2023
Lease Right-of-use Asset And Lease Liabilities  
SCHEDULE OF LEASE COST

The Following table summarizes the components of lease expense:

  

   2023   2022   2023   2022 
   Three months ended
December 31,
   Nine months ended
December 31,
 
   2023   2022   2023   2022 
Operating lease cost   362,991    902,455    437,791    2,723,514 
Short-term lease cost   36,830    19,540    94,881    58,955 
Lease Cost  $399,821   $921,995   $532,672   $2,782,469 
SCHEDULE OF SUPPLEMENTAL INFORMATION RELATED TO LEASES

The following table summarizes supplemental information related to leases:

  

   2023   2022   2023   2022 
   Three months ended
December 31,
   Nine months ended
December 31,
 
   2023   2022   2023   2022 
Cash paid for amounts included in the measurement of lease liabilities                    
Operating cash flow from operating leases  $399,821   $921,995    532,672    2,782,469 
Right-of-use assets obtained in exchange for new operating leases liabilities   671,059    159,758    20,183,459    (332,682)
Weighted average remaining lease term - Operating leases (years)   14.6    1.1    14.6    1.1 
Weighted average discount rate - Operating leases   4.90%   4.75%   4.90%   4.75%
SCHEDULE OF MATURITY OF OPERATING LEASE LIABILITY

The following table summarizes the maturity of operating lease liabilities:

  

Years ending December 31  Lease cost 
2024  $1,132,384 
2025   1,077,906 
2026   1,012,052 
2027   1,177,909 
2028 and there after   26,030,167 
Total lease payments   30,430,418 
Less: Interest   (10,321,433)
Total  $20,108,985 
v3.24.0.1
RISKS AND UNCERTAINTIES (Tables)
9 Months Ended
Dec. 31, 2023
Risks and Uncertainties [Abstract]  
SCHEDULE OF CONCENTRATION RISKS

The followings are the percentages of accounts receivable balance of the top customers over accounts receivable for each segment as of December 31, 2023 and March 31, 2023.

 

 

Garment manufacturing segment

  

   December 31, 2023   March 31, 2023 
Customer A   89.3%   82.5%
Customer B   10.7%   9.9%

 

The high concentration as of December 31, 2023 was mainly due to business development of a large distributor of garments. Management believes that should the Company lose any one of its major customers, it was able to sell similar products to other customers.

 

Logistics services segment

 

   December 31, 2023   March 31, 2023 
Customer A   23.4%   11.4%
Customer B   16.9%   10.2%
Customer C   11.0%   6.4%
Customer D   9.1%   14.1%
Customer E   4.8%   Nil 
SCHEDULE OF PURCHASES FROM SUPPLIERS

The following tables summarized the purchases from five largest suppliers of each of the reportable segments for the three and nine months ended December 31, 2023 and 2022.

  

   Three months ended   Nine months ended 
   December 31,   December 31, 
   2023   2022   2023   2022 
Garment manufacturing segment   Nil %   Nil %   Nil %   Nil %
Logistics services segment   100%   100.0%   100%   100.0%
Property management and subleasing   100.0%   100.0%   100.0%   100.0%
v3.24.0.1
SCHEDULE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED (Details) - Dongguan Hongxiang Commercial Co Ltd [Member]
Sep. 05, 2023
USD ($)
Business Acquisition [Line Items]  
Cash in bank $ 226,162
Other receivables 705,510
Fixed assets, net 58,493
Long-term prepayments 192,391
Advance from customers (89,616)
Payroll payable (19,239)
Other tax payable (4,633)
Other payables (629,602)
Net book value at acquisition date 439,466
Gain on bargain purchase (996)
Purchase price $ 438,470
v3.24.0.1
BUSINESS ACQUISITION (Details Narrative) - Dongguan Hongxiang Commercial Co Ltd [Member]
¥ in Millions
1 Months Ended
Sep. 30, 2023
USD ($)
Sep. 30, 2023
CNY (¥)
Business Acquisition [Line Items]    
Percentage of business auquisition of equity interest 100.00% 100.00%
Cash consideration $ 438,470 ¥ 3.2
Gain on bargain purchase $ 996  
v3.24.0.1
SUMMARY OF FINANCIAL POSITION OF ENTITIES AND GAIN OR LOSS ON DISPOSAL (Details)
9 Months Ended
Dec. 31, 2023
Zhida Hong [Member]  
Related Party Transaction [Line Items]  
Name of Related Parties Zhida Hong
Relationship with the Company President, CEO, and a director of the Company
Hongye Financial Consulting (Shenzhen) Co., Ltd. [Member]  
Related Party Transaction [Line Items]  
Name of Related Parties Hongye Financial Consulting (Shenzhen) Co., Ltd
Relationship with the Company A company controlled by CEO, Mr. Zhida Hong
Bihua Yang [Member]  
Related Party Transaction [Line Items]  
Name of Related Parties Bihua Yang
Relationship with the Company A legal representative of XKJ
Dewu Huang [Member]  
Related Party Transaction [Line Items]  
Name of Related Parties Dewu Huang
Relationship with the Company A legal representative of YBY
Jinlong Huang [Member]  
Related Party Transaction [Line Items]  
Name of Related Parties Jinlong Huang
Relationship with the Company Management of HSW
v3.24.0.1
SCHEDULE OF AMOUNT DUE FROM RELATED PARTY (Details) - USD ($)
Dec. 31, 2023
Mar. 31, 2023
Zhida Hong [Member]    
Related Party Transaction [Line Items]    
Amount due from related party [1] $ 2,111,557
Bihua Yang [Member]    
Related Party Transaction [Line Items]    
Amount due from related party 697,559 375,092
Related Party [Member]    
Related Party Transaction [Line Items]    
Amount due from related party $ 2,809,116 $ 375,092
[1] Being cash advance to Zhida Hong to pay for new brand development fee of the Company.
v3.24.0.1
SCHEDULE OF RELATED PARTIES BORROWINGS (Details) - USD ($)
9 Months Ended 12 Months Ended
Dec. 31, 2023
Mar. 31, 2023
Related Party Transaction [Line Items]    
Total Related party borrowings  $ 2,125,000 $ 2,384,633
Zhida Hong [Member]    
Related Party Transaction [Line Items]    
Total Related party borrowings  901,110
Hongye Financial Consulting (Shenzhen) Co., Ltd. [Member]    
Related Party Transaction [Line Items]    
Total Related party borrowings  146,388 45,841
Dewu Huang [Member]    
Related Party Transaction [Line Items]    
Total Related party borrowings  [1] 1,862,446 1,305,758
Jinlong Huang [Member]    
Related Party Transaction [Line Items]    
Total Related party borrowings  $ 116,166 $ 131,924
[1] Being interest free loan as financial support from Dewu Huang to pay for daily operating expenditures of YBY.
v3.24.0.1
SCHEDULE OF DEBT SECURITIES HELD TO MATURITY (Details) - USD ($)
Dec. 31, 2023
Mar. 31, 2023
Aug. 24, 2022
Investments, Debt and Equity Securities [Abstract]      
Debt securities held-to-maturity $ 17,718,750 $ 17,500,000
v3.24.0.1
DEBT SECURITIES HELD-TO-MATURITY (Details Narrative) - USD ($)
Dec. 31, 2023
Mar. 31, 2023
Jan. 04, 2023
Aug. 24, 2022
Investments, Debt and Equity Securities [Abstract]        
Debt securities $ 17,718,750   $ 17,500,000
Debt interest percent 2.50%   5.00%  
Coupon receivable $ 437,500 $ 218,750    
v3.24.0.1
SCHEDULE OF INVENTORIES (Details) - USD ($)
Dec. 31, 2023
Mar. 31, 2023
Inventory Disclosure [Abstract]    
Raw materials $ 67,448 $ 19,484
Work in progress 9,373
Finished goods 236,952 256,671
Total inventories $ 304,400 $ 285,528
v3.24.0.1
SCHEDULE OF PREPAYMENTS AND OTHER RECEIVABLES (Details) - USD ($)
Dec. 31, 2023
Mar. 31, 2023
Receivables [Abstract]    
Prepayment $ 36,761 $ 10,913
Deposit 750,932 40,341
Receivable of consideration on disposal of subsidiaries 233,956 708,457
Receivable of matured debt security (Note) 17,937,500
Other receivables 300,511 199,485
Total Prepayment $ 19,259,660 $ 959,196
v3.24.0.1
SCHEDULE OF PLANT AND EQUIPMENT (Details) - USD ($)
Dec. 31, 2023
Mar. 31, 2023
Property, Plant and Equipment [Line Items]    
Total gross $ 1,226,003 $ 1,195,053
Less: accumulated depreciation (618,692) (545,933)
Plant and equipment, net 607,311 649,120
Production Plant [Member]    
Property, Plant and Equipment [Line Items]    
Total gross 107,573 68,345
Motor Vehicles [Member]    
Property, Plant and Equipment [Line Items]    
Total gross 1,065,287 1,100,683
Office Equipment [Member]    
Property, Plant and Equipment [Line Items]    
Total gross $ 53,143 $ 26,025
v3.24.0.1
PROPERTY, PLANT AND EQUIPMENT (Details Narrative) - USD ($)
3 Months Ended 9 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2023
Dec. 31, 2022
Property, Plant and Equipment [Abstract]        
Depreciation expense $ 29,004 $ 33,817 $ 86,005 $ 102,649
v3.24.0.1
LONG-TERM RECEIVABLES (Details Narrative) - USD ($)
9 Months Ended
Dec. 31, 2023
Jun. 13, 2023
Jan. 04, 2023
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]      
Debt Instrument face amount $ 51,530 $ 7,500,000 $ 16,700,000
Loan Agreement [Member]      
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]      
Debt Instrument face amount $ 2,500,000    
Debt instrument, description The loan is interest free and will expire in August 2025    
v3.24.0.1
SHORT-TERM BANK LOAN (Details Narrative)
9 Months Ended 12 Months Ended
Dec. 31, 2023
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2023
CNY (¥)
Mar. 31, 2023
USD ($)
Mar. 31, 2023
CNY (¥)
Feb. 28, 2023
USD ($)
Feb. 28, 2023
CNY (¥)
Aug. 31, 2019
USD ($)
Aug. 31, 2019
CNY (¥)
Minimum [Member]                  
Debt Instrument [Line Items]                  
Line of credit facility, interest rate 3.90%                
Maximum [Member]                  
Debt Instrument [Line Items]                  
Line of credit facility, interest rate 6.72%                
Facility Agreement [Member] | Sichuam Xinwang Bank Co Ltd [Member]                  
Debt Instrument [Line Items]                  
Line of credit borrowing                
Line of credit facility, interest rate   6.72%              
Line of credit borrowing $ 70,451 $ 70,451 ¥ 500,000 70,451 ¥ 500,000        
Dongguan Agricultural Bank of China [Member] | Facility Agreement [Member]                  
Debt Instrument [Line Items]                  
Line of credit maximum borrowing capacity               $ 153,172 ¥ 1,000,000
Line of credit borrowing $ 133,047 133,047 944,255 137,468          
Dongguan Agricultural Bank of China [Member] | Facility Agreement [Member] | Minimum [Member]                  
Debt Instrument [Line Items]                  
Line of credit facility, interest rate 4.34%                
Dongguan Agricultural Bank of China [Member] | Facility Agreement [Member] | Maximum [Member]                  
Debt Instrument [Line Items]                  
Line of credit facility, interest rate 4.90%                
China Construction Bank [Member] | Facility Agreement [Member]                  
Debt Instrument [Line Items]                  
Line of credit maximum borrowing capacity           $ 1,268,118 ¥ 9,000,000    
Line of credit borrowing $ 105,677 $ 105,677 ¥ 750,000          
Line of credit annual interest 3.90% 3.90% 3.90%            
v3.24.0.1
SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION (Details) - USD ($)
3 Months Ended 9 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2023
Dec. 31, 2022
Income Tax Disclosure [Abstract]        
PRC statutory tax rate 25.00% 25.00% 25.00% 25.00%
Computed expected benefits $ (651,109) $ (18,509) $ (991,564) $ 29,152
Temporary differences 37,772 (54,616) 13,003 (148,387)
Permanent difference 93,336 9,933 99,648 13,278
Changes in valuation allowance 523,226 71,376 886,639 124,896
Income tax expense $ 3,225 $ 8,184 $ 7,726 $ 18,939
v3.24.0.1
TAXATION (Details Narrative)
3 Months Ended 9 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2023
Dec. 31, 2022
Operating Loss Carryforwards [Line Items]        
Effective federal statutory tax rate 25.00% 25.00% 25.00% 25.00%
Percentage of preferential value added tax     3.00% 3.00%
HSW, DT and YS [Member]        
Operating Loss Carryforwards [Line Items]        
Percentage of preferential value added tax     13.00%  
Domestic Tax Authority [Member]        
Operating Loss Carryforwards [Line Items]        
Percentage of value added tax     13.00%  
Logistic Company [Member]        
Operating Loss Carryforwards [Line Items]        
Percentage of value added tax     9.00%  
HONG KONG        
Operating Loss Carryforwards [Line Items]        
Income tax rate     16.50%  
Peoples Republic Of China [Member]        
Operating Loss Carryforwards [Line Items]        
Effective federal statutory tax rate     25.00%  
Percentage on enterprise income tax     5.00% 15.00%
Percentage of preferential tax benefits and EIT rate and term description     The preferential tax rate will be expired at end of year 2023 and the EIT rate will be 25% from year 2024  
v3.24.0.1
SCHEDULE OF SEGMENT REPORTING FOR REVENUE (Details) - USD ($)
3 Months Ended 9 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2023
Dec. 31, 2022
Segment Reporting Information [Line Items]        
Revenues from external customers $ 1,468,496 $ 2,122,242 $ 3,856,316 $ 6,652,645
Garment Manufacturing Segment [Member] | Reportable Legal Entities [Member]        
Segment Reporting Information [Line Items]        
Revenues from external customers 27,015 100,723 172,106 142,010
Garment Manufacturing Segment [Member] | Intersegment Eliminations [Member]        
Segment Reporting Information [Line Items]        
Revenues from external customers
Logistic Services Segment [Member] | Reportable Legal Entities [Member]        
Segment Reporting Information [Line Items]        
Revenues from external customers 1,189,004 1,213,530 3,373,670 3,826,070
Property Management and Subleasing [Member] | Reportable Legal Entities [Member]        
Segment Reporting Information [Line Items]        
Revenues from external customers 252,477 796,343 310,540 2,671,379
Total of Reportable Segments [Member]        
Segment Reporting Information [Line Items]        
Revenues from external customers 1,468,496 2,110,596 3,856,316 6,639,459
Corporate and Other [Member]        
Segment Reporting Information [Line Items]        
Revenues from external customers $ 11,646 $ 13,186
v3.24.0.1
SCHEDULE OF SEGMENT REPORTING FOR (LOSS) INCOME FROM OPERATION (Details) - USD ($)
3 Months Ended 9 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2023
Dec. 31, 2022
Segment Reporting Information [Line Items]        
Total consolidated income (loss) from operations $ (449,592) $ (92,967) $ (1,015,473) $ 23,287
Garment Manufacturing Segment [Member]        
Segment Reporting Information [Line Items]        
Total consolidated income (loss) from operations (30,398) 7,745 (71,541) (48,999)
Logistic Services Segment [Member]        
Segment Reporting Information [Line Items]        
Total consolidated income (loss) from operations (41,699) 91,147 132,530 363,569
Property Management and Subleasing [Member]        
Segment Reporting Information [Line Items]        
Total consolidated income (loss) from operations (168,012) 131,213 (181,372) 254,934
Total of Reportable Segments [Member]        
Segment Reporting Information [Line Items]        
Total consolidated income (loss) from operations (240,109) 230,105 (120,383) 569,504
Corporate and Other [Member]        
Segment Reporting Information [Line Items]        
Total consolidated income (loss) from operations $ (209,483) $ (323,072) $ (895,090) $ (546,217)
v3.24.0.1
SCHEDULE OF SEGMENT REPORTING FOR ASSETS (Details) - USD ($)
Dec. 31, 2023
Mar. 31, 2023
Segment Reporting Information [Line Items]    
Consolidated total assets $ 53,785,529 $ 41,302,881
Segment Reconciling Items [Member]    
Segment Reporting Information [Line Items]    
Consolidated total assets 26,733,971 4,646,814
Segment Reconciling Items [Member] | Garment Manufacturing Segment [Member]    
Segment Reporting Information [Line Items]    
Consolidated total assets 2,622,846 2,169,973
Segment Reconciling Items [Member] | Logistic Services Segment [Member]    
Segment Reporting Information [Line Items]    
Consolidated total assets 2,999,261 2,476,841
Segment Reconciling Items [Member] | Property Management and Subleasing [Member]    
Segment Reporting Information [Line Items]    
Consolidated total assets 21,111,864
Corporate, Non-Segment [Member]    
Segment Reporting Information [Line Items]    
Consolidated total assets $ 27,051,558 $ 36,656,067
v3.24.0.1
SCHEDULE OF GEOGRAPHICAL INFORMATION (Details) - USD ($)
3 Months Ended 9 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2023
Dec. 31, 2022
Mar. 31, 2023
Revenues from External Customers and Long-Lived Assets [Line Items]          
Revenues $ 1,468,496 $ 2,122,242 $ 3,856,316 $ 6,652,645  
CHINA          
Revenues from External Customers and Long-Lived Assets [Line Items]          
Revenues 1,468,496 $ 2,122,242 3,856,316 $ 6,652,645  
Long-Lived Assets $ 23,473,610   $ 23,473,610   $ 3,511,640
v3.24.0.1
SCHEDULE OF FINANCIAL INSTRUMENTS (Details) - USD ($)
3 Months Ended 9 Months Ended
Jan. 31, 2023
Jan. 04, 2023
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2023
Dec. 31, 2022
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]            
Derivative liabilities - Fair value of the Warrants   $ 3,900,000 $ 1,738,593 $ 172,001
Derivative liabilities - Embedded conversion feature   1,200,000        
Total $ 15,000,000.0 15,000,000        
Derivative [Member]            
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]            
Derivative liabilities - Fair value of the Warrants   3,858,521        
Derivative liabilities - Embedded conversion feature   1,247,500        
Convertible Note   9,893,979        
Total   $ 15,000,000        
v3.24.0.1
SCHEDULE OF CONVERTIBLE NOTES OBLIGATION (Details) - USD ($)
3 Months Ended 9 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2023
Dec. 31, 2022
Investments, All Other Investments [Abstract]        
Carrying value – beginning balance $ 2,583,324 $ 9,893,979
Converted to ordinary shares (51,530) (4,629,520)
Reversal of debt discount due to conversion 4,012   886,191  
Redemption (5,687,056)
Amortization of debt discount 364,400 2,616,008
Deferred debt discount and cost of issuance (677,683) (1,815,995)
Interest charge 153,589 1,112,505
Carrying value – ending balance $ 2,376,112 $ 2,376,112
v3.24.0.1
SCHEDULE OF DERIVATIVE LIABILITIES (Details) - USD ($)
3 Months Ended 9 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2023
Dec. 31, 2022
Investments, All Other Investments [Abstract]        
Beginning balance $ 268,435 $ 4,026,521
Marked to the market 704,640 (3,053,446)
Ending fair value 973,075 973,075
Beginning balance 24,549 1,247,500
Converted to ordinary shares (503) (454,097)
Remeasurement on change of convertible price 677,683 1,815,996
Redemption (1,115,627)
Marked to the market 1,033,953 241,910
Ending fair value 1,735,682 1,735,682
Total Derivative fair value at end of period $ 2,708,757 $ 2,708,757
v3.24.0.1
FINANCIAL INSTRUMENTS (Details Narrative) - USD ($)
3 Months Ended 9 Months Ended
Jan. 31, 2023
Jan. 04, 2023
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2023
Dec. 31, 2022
Jun. 13, 2023
Mar. 31, 2023
Proceeds from issuance of convertible debt and warrants $ 15,000,000.0 $ 15,000,000            
Convertible note principal   $ 16,700,000 $ 51,530   $ 51,530   $ 7,500,000  
Debt interest percent   5.00% 2.50%   2.50%      
Conversion price   $ 1.25 $ 1.0245   $ 1.0245      
Warrant exercise price $ 1.25   $ 1.25   $ 1.25      
Fair value of warrant   $ 3,900,000 $ 1,738,593 $ 172,001    
Warrants     268,435   268,435     $ 2,000,000.0
Derivative liabilities, embedded conversion feature   $ 1,200,000            
Agent fees $ 700,000              
Warrant term 5 years              
Fair value of derivative liability $ 168,000   $ 2,708,757 2,708,757    
Convertible note into ordinary shares     50,298          
:Convertible Note [Member]                
Convertible note principal     $ 4,600,000   $ 4,600,000      
Conversion price     $ 1.4896   $ 1.4896      
Convertible note into ordinary shares         3,110,000      
Maximum [Member]                
Warrant outstanding   16,100,000            
Warrant [Member]                
Maturity date   Jul. 04, 2024            
v3.24.0.1
SCHEDULE OF LEASE COST (Details) - USD ($)
3 Months Ended 9 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2023
Dec. 31, 2022
Lease Right-of-use Asset And Lease Liabilities        
Operating lease cost $ 362,991 $ 902,455 $ 437,791 $ 2,723,514
Short-term lease cost 36,830 19,540 94,881 58,955
Lease Cost $ 399,821 $ 921,995 $ 532,672 $ 2,782,469
v3.24.0.1
SCHEDULE OF SUPPLEMENTAL INFORMATION RELATED TO LEASES (Details) - USD ($)
3 Months Ended 9 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2023
Dec. 31, 2022
Lease Right-of-use Asset And Lease Liabilities        
Operating cash flow from operating leases $ 399,821 $ 921,995 $ 532,672 $ 2,782,469
Right-of-use assets obtained in exchange for new operating leases liabilities $ 671,059 $ 159,758 $ 20,183,459 $ (332,682)
Weighted average remaining lease term - Operating leases (years) 14 years 7 months 6 days 1 year 1 month 6 days 14 years 7 months 6 days 1 year 1 month 6 days
Weighted average discount rate - Operating leases 4.90% 4.75% 4.90% 4.75%
v3.24.0.1
SCHEDULE OF MATURITY OF OPERATING LEASE LIABILITY (Details)
Dec. 31, 2023
USD ($)
Lease Right-of-use Asset And Lease Liabilities  
2024 $ 1,132,384
2025 1,077,906
2026 1,012,052
2027 1,177,909
2028 and there after 26,030,167
Total lease payments 30,430,418
Less: Interest (10,321,433)
Total $ 20,108,985
v3.24.0.1
LEASE RIGHT-OF-USE ASSET AND LEASE LIABILITIES (Details Narrative)
Dec. 31, 2023
Dec. 31, 2022
Weighted average discount rate leases 4.90% 4.75%
Plant and Dormitory [Member]    
Lease period 4 years 6 months  
Building [Member]    
Lease period 16 years  
Head Office [Member]    
Lease period 5 years  
v3.24.0.1
SCHEDULE OF CONCENTRATION RISKS (Details) - Customer Concentration Risk [Member] - Accounts Receivable [Member]
9 Months Ended 12 Months Ended
Dec. 31, 2023
Mar. 31, 2023
Customer A [Member] | Garment Manufacturing Segment [Member]    
Concentration Risk [Line Items]    
Percentage of risk 89.30% 82.50%
Customer A [Member] | Logistics Services Segment [Member]    
Concentration Risk [Line Items]    
Percentage of risk 23.40% 11.40%
Customer B [Member] | Garment Manufacturing Segment [Member]    
Concentration Risk [Line Items]    
Percentage of risk 10.70% 9.90%
Customer B [Member] | Logistics Services Segment [Member]    
Concentration Risk [Line Items]    
Percentage of risk 16.90% 10.20%
Customer C [Member] | Logistics Services Segment [Member]    
Concentration Risk [Line Items]    
Percentage of risk 11.00% 6.40%
Customer D [Member] | Logistics Services Segment [Member]    
Concentration Risk [Line Items]    
Percentage of risk 9.10% 14.10%
Customer E [Member] | Logistics Services Segment [Member]    
Concentration Risk [Line Items]    
Percentage of risk 4.80%
v3.24.0.1
SCHEDULE OF PURCHASES FROM SUPPLIERS (Details) - Five Largest Suppliers [Member]
3 Months Ended 9 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2023
Dec. 31, 2022
Garment Manufacturing Segment [Member]        
Concentration Risk [Line Items]        
Percentage of inventory purchase
Logistic Services Segment [Member]        
Concentration Risk [Line Items]        
Percentage of inventory purchase 100.00% 100.00% 100.00% 100.00%
Property Management and Subleasing [Member]        
Concentration Risk [Line Items]        
Percentage of inventory purchase 100.00% 100.00% 100.00% 100.00%
v3.24.0.1
RISKS AND UNCERTAINTIES (Details Narrative)
3 Months Ended 9 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2023
USD ($)
Dec. 31, 2023
CNY (¥)
Dec. 31, 2022
Mar. 31, 2023
Concentration Risk [Line Items]            
Translated exchange rates 7.10   7.10 7.10   6.87
Revenue and expenses translated average exchange rates 7.148 6.603        
Outstanding borrowings     $ 309,175 ¥ 2,194,255    
Minimum [Member]            
Concentration Risk [Line Items]            
Interest rate percentage     3.90% 3.90%    
Maximum [Member]            
Concentration Risk [Line Items]            
Interest rate percentage     6.72% 6.72%    
Revenue, Segment Benchmark [Member] | Customer Concentration Risk [Member] | Two Customer [Member]            
Concentration Risk [Line Items]            
Concentration risk, percentage 10.00%          
Revenue, Segment Benchmark [Member] | Customer Concentration Risk [Member] | One Customer [Member]            
Concentration Risk [Line Items]            
Concentration risk, percentage   10.00% 10.00% 10.00% 10.00%  
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Two Customer [Member]            
Concentration Risk [Line Items]            
Concentration risk, percentage 31.80%          
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | One Customer [Member]            
Concentration Risk [Line Items]            
Concentration risk, percentage   11.80% 16.50% 16.50% 10.80%  

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