Current Report Filing (8-k)
October 26 2018 - 10:21AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): October 26
, 2018
ADDENTAX
GROUP CORP.
(Exact
Name of Registrant as Specified in Charter)
Nevada
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333-206097
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35-2521028
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(State
or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification No.)
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Floor
13th, Building 1, Block B, Zhihui Square,
Nanshan
District, Shenzhen City, China 518000
(Address
of principal executive offices and Zip Code)
+
(86) 755 86961 405
Registrant’s
telephone number, including area code
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company [X]
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. [ ]
Item
1.01 Entry into a Material Definitive Agreement.
On
August 1, 2018, Addentax Group Corp.’s (the “
Company
”, “
we
” and “
us
”)
wholly-owned subsidiaries, Qianhai Yingxi Textile & Garments (Shenzhen) Co., Ltd and Shenzhen Qianhai Yingxi Industrial Chain
Service Co., Ltd, each entered into a Triparty Agreement of Debt Transfer, whereby such entities agreed to transfer $1,428,572
and $1,640,072, respectively, of debt owed by the subsidiaries to a related party creditor (the “
Creditor
”
and the “
Debt
”), to the Company’s Chief Executive Officer, Hong Zhida, who agreed to assume and be solely
responsible for such Debt. As a result of the Agreements, Mr. Hong is now solely responsible for the repayment of the Debt to
the Creditor.
Item
4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
On October 1, 2018, the
management of the Company, after consultation and discussions with the Board of Directors, and Pan-China Singapore PAC, the Company’s
independent registered public accounting firm, concluded that the Company’s previously issued unaudited condensed
consolidated financial statements for the quarters ended September 30, 2017 and December 31, 2017, and the unaudited
comparative balance sheet as of March 31, 2017 (the “
Financial Statements
”), included in the Company’s
Quarterly Reports on Form 10-Q/A filed on April 16, 2017 and Form 10-Q filed on April 16, 2017, should no longer be
relied upon, and determined that these financial statements will need to be restated due to the identification of certain accounting
errors described below.
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1)
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The
Company had historically presented certain related party balances as other receivables and payables in the Company’s
condensed consolidated balance sheet. However, subsequent to the issuance of the Financial Statements, the Company determined
that the correct presentation of these related party balances should be separately disclosed.
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2)
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The
Company had historically recognized incorrect amounts of revenues and cost of revenues in its consolidated statement of operations
due to an inaccurate cut off. Subsequent to the issuance of the Form 10-K for the year ended March 31, 2017, the Company determined
that revenues and cost of revenues for these two periods were overstated.
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3)
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The
Company had presented incorrect balance sheets for the comparative period as of March 31, 2017. The errors principally relate
to the recognition of incorrect amounts of revenues and cost of revenues and the misclassification of related
party balances. The incorrect amounts were subsequently adjusted and the updated audited financial statements
as of March 31, 2017, incorporated in the Company’s Annual Report on Form 10-K for the year ended March 31, 2018, which
was filed on July 16, 2018.
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The
Company expects to file amendments on Form 10-Q/A to its Quarterly Reports on Form 10-Q for the fiscal quarters ended
September 30, 2017 and December 31, 2017 to correct the errors described above. The Company is seeking to file the amendments
on Form 10-Q/A as soon as reasonably practicable.
Accordingly,
investors are cautioned not to rely on the Company’s historical financial statements and similar communications related
to these periods. The Company’s management will also reassess the Company’s internal controls and will amend, as necessary,
any disclosures pertaining to its evaluation of such controls and procedures in connection with its amended Quarterly Report on
Form 10-Q for the periods described above.
Item
9.01 Financial Statements and Exhibits.
Exhibit
Number
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Description
of Exhibit
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10.1
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Triparty
Agreement of Debt Transfer dated August 1
st
, 2018, by and between Qianhai Yingxi Textile & Garments (Shenzhen) Co., Ltd, Shenzhen Bitun Investment Fund Management Co., Ltd and Hong Zhida (translated from the original agreement which was in Chinese)
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10.2
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Triparty
Agreement of Debt Transfer dated August 1
st
, 2018, by and between Shenzhen Qianhai Yingxi Industrial Chain Service Co., Ltd, Shenzhen Bitun Investment Fund Management Co., Ltd and Hong Zhida (translated from the original agreement which was in Chinese)
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SIGNATURES
Pursuant
to the requirements 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.
Dated:
October 26
, 2018
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ADDENTAX
GROUP CORP.
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/s/
Hong Zhida
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Hong
Zhida
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President
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EXHIBIT
INDEX
Exhibit
Number
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Description
of Exhibit
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10.1
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Triparty Agreement of Debt Transfer dated August 1
st
, 2018, by and between Qianhai Yingxi Textile & Garments (Shenzhen) Co., Ltd, Shenzhen Bitun Investment Fund Management Co., Ltd and Hong Zhida (translated from the original agreement which was in Chinese)
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10.2
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Triparty Agreement of Debt Transfer dated August 1
st
, 2018, by and between Shenzhen Qianhai Yingxi Industrial Chain Service Co., Ltd, Shenzhen Bitun Investment Fund Management Co., Ltd and Hong Zhida (translated from the original agreement which was in Chinese)
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