Form 10-K/A - Annual report [Section 13 and 15(d), not S-K Item 405]: [Amend]

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-K/A

Amendment No. 1

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended March 31, 2023

 

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission file number: 001-41478

 

ADDENTAX GROUP CORP.

(Exact name of registrant issuer as specified in its charter)

 

Nevada		35-2521028
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification Number)

 

Kingkey 100, Block A, Room 4805, Luohu District, Shenzhen City, China 518000

Address of principal executive offices, including zip code

 

+ (86) 755 8233 0336

Registrant’s phone number, including area code

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title Of Each Class		Trading Symbol		Name of Each Exchange On Which Registered
Common Stock		ATXG		Nasdaq Capital Markets

 

Securities registered pursuant to Section 12(g) of the Act: None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

 

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 for 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,” “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 company ☒

 

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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

 

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

 

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

 

The aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant as of June 28, 2023 was $26,924,702.4, based on the last reported sale price of $0.72 per share.

 

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

 

Class		Outstanding at June 28, 2023		Public Float on June 28, 2023
Common Stock, $0.001 par value		37,395,420		12,681,916

 

DOCUMENTS INCORPORATED BY REFERENCE

 

No documents are incorporated by reference.

 

Auditor Firm ID		Auditor Name		Auditor Location
6255		Pan-China Singapore PAC		Singapore

 

 

 

 

 

 

EXPLANATORY NOTE

 

Addentax Group Corp. (the “Company”) is filing this Amendment No. 1 (this “Amendment”) to its Annual Report on Form 10-K for its fiscal year ended March 31, 2023, previously filed with the Securities and Exchange Commission (the “SEC”) on June 29, 2023 (the “Annual Report”), solely for the purpose of including an exhibit that was unintentionally omitted from the Annual Report.

 

In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, currently dated certifications by the Company’s principal executive officer and principal financial officer required in accordance with Rule 13a-14(a) or 15d-14(a) and Rule 13a-14(b) or 15d-14(b) are being filed as exhibits to this Amendment and the exhibit list included in Item 15 of Part IV of the Annual Report has been amended accordingly.

 

Except as described above, no other changes have been made to the Annual Report. This Amendment does not reflect events occurring after the date of the Annual Report nor does it modify or update the disclosures contained in the Annual Report that may be affected by subsequent events. Accordingly, this Amendment should be read in conjunction with the Annual Report and our other filings made with the SEC subsequent to the filing of the Annual Report.

 

i

 

 

ADDENTAX GROUP CORP.

FORM 10-K/A

(Amendment No. 1)

For the fiscal year ended March 31, 2023

 

TABLE OF CONTENTS

 

PART IV
Item 15.	Exhibits, Financial Statement Schedules	3
	Signatures	4

 

2

 

 

PART IV

 

Item 15. Exhibits, Financial Statement Schedules.

 

Exhibit				Filed or Furnished		Incorporated by Reference
Number				Herewith		Form		Exhibit		Date		File No.
3.1		Articles of Incorporation				S-1		3.1		8/5/2015		333-206097
3.2		Certificate of Amendment Pursuant to NRS 78.386 and 78.390, effectuating the two for one forward stock split and increasing the authorized shares of common stock of Addentax Group Corp. from 75,000,000 to 150,000,000				8-K		3.1		7/21/2016		333-206097
3.3		Certificate of Amendment Pursuant to NRS 78.385 and 78.390, increasing the authorized shares of common stock of Addentax Group Corp. to 1,000,000,000				S-1		3.3		4/18/2019		333-230943
3.4		Certificate of Change Pursuant to NRS 78.209, effectuating the 20-for-1 reverse stock split and decreasing the authorized shares of common stock of Addentax Group Corp. from 1,000,000,000 to 50,000,000				8-K		3.1		3/5/2019		333-206097
3.5		Amended and Restated By-Laws				8-K		3.1		3/15/2019		333-206097
4.1		Description of Securities.				10-K		4.1		6/29/2023		001-41478
4.2		Form of Senior Secured Convertible Note				8-K		4.1		1/4/2023		001-41478
4.3		Form of PIPE Warrant				8-K		10.2		1/4/2023		001-41478
4.4		Form of Placement Agent Warrant				8-K		10.8		1/4/2023		001-41478
10.1		Form of Subscription Agreement				S-1		99.1		8/5/2015		333-206097
10.2		Sale and Purchase Agreement for the Acquisition of 100% of the shares and assets of Yingxi Industrial Chain Group Co., Ltd.; Dated December 26, 2016				8-K		10.1		12/28/2016		333-206097
10.3		Sale and Purchase Agreement for the Acquisition of 100% of the shares and assets of Yingxi Industrial Chain Group Co., Ltd.; Dated March 6, 2017				8-K		10-1		3/7/2017		333-206097
10.4		Independent Director Agreement with Mr. Alex P. Hamilton				8-K		10.1		5/10/2021		333-206097
10.5		Independent Director Agreement with Ms. Yu Jiaxin				8-K		10.2		3/11/2019		333-206097
10.6		Independent Director Agreement with Jiangping (Gary) Xiao				8-K		10.1		5/13/2021		333-206097
10.7		Securities Purchase Agreement dated January 4, 2023				8-K		10.1		1/4/2023		001-41478
10.8		Form of Amendment No. 1 to Securities Purchase Agreement dated January 10, 2023				8-K		10.1		1/11/2023		001-41478
10.9		Form of Registration Rights Agreement				8-K		10.3		1/4/2023		001-41478
10.10		Form of Security and Pledge Agreement				8-K		10.4		1/4/2023		001-41478
10.11		Form of Guaranty Agreement				8-K		10.5		1/4/2023		001-41478
10.12		Form of Voting Agreement				8-K		10.6		1/4/2023		001-41478
10.13		Form of Placement Agency Agreement dated January 4, 2023				8-K		10.7		1/4/2023		001-41478
14.1		Code of Ethics				10-K/A		14.1		9/21/2018		333-206097
21.1		Subsidiaries of the Registrant.				10-K		21.1		6/29/2023		001-41478
23.1		Consent of Hiways Law Firm (Shenzhen).				10-K		23.1		6/29/2023		001-41478
23.2		Consent of independent registered public - Pan-China Singapore PAC		X
31.1		Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a)		X
31.2		Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a)		X
32.1		Certifications by the Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002		X
32.2		Certifications by the Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002		X
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)		X

 

3

 

 

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 hereunto duly authorized.

 

Date: October 26, 2023

 

ADDENTAX GROUP CORP.

 

By:	/s/ Hong Zhida
Name:	Hong Zhida
Title:	President Chief Executive Officer, Secretary and Director

 

4

 

 

Exhibit 23.2

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the incorporation by reference in Registration Statement on Form S-1, as amended (File No. 333-269409), and related Prospectus of our report dated June 29, 2023, relating to the financial statements of Addentax Group Corp., appearing in the Annual Report on Form 10-K, as amended by this Form 10-K/A, of Addentax Group Corp. for the year ended March 31, 2023.

 

/s/ Pan-China Singapore PAC (6255)

Chartered Accountants

Singapore

October 26, 2023

 

 

 

 

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 annual report on Form 10-K/A 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: October 26, 2023

 

	/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 annual report on Form 10-K/A 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: October 26, 2023

 

	/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 annual report on Form 10-K/A of Addentax Group Corp. for the year ended March 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: October 26, 2023

 

	/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 annual report on Form 10-K/A of Addentax Group Corp. for the year ended March 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: October 26, 2023

 

	/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.

 

 

Cover - USD ($)	12 Months Ended
	Mar. 31, 2023	Jun. 28, 2023
Cover [Abstract]
Document Type	10-K/A
Amendment Flag	true
Amendment Description	Addentax Group Corp. (the “Company”) is filing this Amendment No. 1 (this “Amendment”) to its Annual Report on Form 10-K for its fiscal year ended March 31, 2023, previously filed with the Securities and Exchange Commission (the “SEC”) on June 29, 2023 (the “Annual Report”), solely for the purpose of including an exhibit that was unintentionally omitted from the Annual Report.
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2023
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--03-31
Entity File Number	001-41478
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 8233 0336
Title of 12(b) Security	Common Stock
Trading Symbol	ATXG
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
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 Public Float		$ 26,924,702.4
Entity Common Stock, Shares Outstanding		37,395,420
Documents Incorporated by Reference [Text Block]	No documents are incorporated by reference.
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction [Flag]	false
Auditor Firm ID	6255
Auditor Name	Pan-China
Auditor Location	Singapore

---