As filed with the Securities and Exchange Commission on January 25, 2023 Registration No. 333-[ ] UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ADDENTAX GROUP CORP. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Nevada 3990 35-2521028 (Primary Standard Industrial Classification Code Number) Kingkey 100, Block A, Room 4805 Luohu District, Shenzhen C ...

```markdown PART I – FINANCIAL INFORMATION [Financial Statements (Unaudited)](index=4&type=section&id=Item%201.%20Financial%20Statements%20%28Unaudited%29) Unaudited financial statements for the nine months ended December 31, 2021, show net income from cost reductions, despite asset declines and substantial going concern doubt [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Balance Sheet Summary (as of Dec 31, 2021 vs. Mar 31, 2021) | Metric | December 31, 2021 | March 31, 2021 | | :--- | :--- | :--- | | **Total Current Assets** | $4,827,884 | $7,997,482 | | **Total Assets** | $13,014,718 | $18,424,084 | | **Total Current Liabilities** | $9,430,568 | $12,428,415 | | **Total Liabilities** | $13,036,526 | $18,505,582 | | **Total Equity (Deficit)** | ($21,808) | ($81,498) | - The company's financial position shows a decrease in both **total assets** and **total liabilities** from March 31, 2021, to December 31, 2021 Notably, **cash and cash equivalents** decreased from **$1.85 million** to **$0.51 million**[10](index=10&type=chunk) [Condensed Consolidated Statements of Operations and Comprehensive Loss](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Loss) Statement of Operations Summary (Nine months ended Dec 31) | Metric | 2021 | 2020 | | :--- | :--- | :--- | | **Revenues** | $9,835,733 | $21,014,064 | | **Cost of Revenues** | ($8,314,149) | ($22,776,087) | | **Gross Profit (Loss)** | $1,521,584 | ($1,762,023) | | **Income (Loss) from Operations** | $10,761 | ($3,593,015) | | **Net Income (Loss)** | $122,587 | ($3,560,206) | | **Basic and Diluted EPS** | $0.00 | ($0.14) | - For the nine months ended December 31, 2021, the company's revenue decreased by over **50%** year-over-year However, a **significant reduction** in the **cost of revenues** led to a swing from a **gross loss** in 2020 to a **gross profit** in 2021, resulting in a **net income** of **$122,587** compared to a **net loss** of **$3.56 million** in the prior year[11](index=11&type=chunk)[14](index=14&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Cash Flow Summary (Nine months ended Dec 31) | Cash Flow Activity | 2021 | 2020 | | :--- | :--- | :--- | | **Net cash provided by (used in) operating activities** | $383,825 | ($3,782,116) | | **Net cash used in investing activities** | ($176,268) | ($1,094,344) | | **Net cash (used in) provided by financing activities** | ($1,543,573) | $4,718,213 | | **Net (Decrease) Increase in Cash** | ($1,336,016) | ($158,247) | - **Cash flow from operations** turned positive in the nine months ended Dec 31, 2021, a **significant improvement** from a large cash use in the prior year However, **financing activities** resulted in a **net cash outflow** of **$1.54 million**, a reversal from a **large inflow** in 2020, contributing to an overall decrease in **cash and cash equivalents**[18](index=18&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) - The company operates in four segments: garment manufacturing, logistics services, property leasing, and **epidemic prevention supplies**, primarily in the PRC[21](index=21&type=chunk)[51](index=51&type=chunk) - There is **substantial doubt** about the company's ability to continue as a **going concern** due to a **net current liability** of **$4.6 million** and a **total equity deficit** of **$21,808** as of December 31, 2021 The company is dependent on financial support from its CEO[26](index=26&type=chunk)[28](index=28&type=chunk) - As of December 31, 2021, the company had **significant related party borrowings** of **$3.54 million**, with **$3.21 million** due to the CEO, Zhida Hong These borrowings are **unsecured**, **non-interest bearing**, and **repayable on demand**[34](index=34&type=chunk)[35](index=35&type=chunk) Segment Revenue (Nine months ended Dec 31, 2021) | Segment | Revenue from External Customers | | :--- | :--- | | Garment manufacturing | $2,488,173 | | Logistics Services | $4,144,604 | | Property management and leasing | $3,202,956 | | Epidemic prevention supplies | $0 | | **Total** | **$9,835,733** | - For the nine months ended December 31, 2021, one customer in the garment segment accounted for **24.8%** of total revenue The company also has **high supplier concentration** in its segments[66](index=66&type=chunk)[68](index=68&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=20&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes the **53.2% revenue decrease** to discontinued epidemic supplies, offset by other segment growth, resulting in **net income** despite lower revenue, but highlights ongoing **going concern uncertainties** [Business Overview](index=20&type=section&id=Business%20Overview) - The company operates through four business segments: Garment manufacturing, Logistics services, Property management and subleasing, and **Epidemic prevention supplies**[73](index=73&type=chunk) - Business objectives include expanding the customer base in garment manufacturing, establishing a nationwide delivery network for logistics, and increasing the occupancy rate to over **70%** for the property management business[78](index=78&type=chunk)[79](index=79&type=chunk) [Results of Operations for the three months ended December 31, 2021 and 2020](index=23&type=section&id=Results%20of%20Operations%20for%20the%20three%20months%20ended%20December%2031%2C%202021%20and%202020) Q3 Performance Summary (Three months ended Dec 31) | Metric | 2021 | 2020 | Change (%) | | :--- | :--- | :--- | :--- | | **Revenue** | $2,791,470 | $3,411,552 | (18.2)% | | **Gross Profit** | $467,754 | $461,428 | 1.4% | | **Loss from Operations** | ($27,676) | ($288,526) | 90.4% | | **Net Income (Loss)** | $11,619 | ($303,581) | 103.8% | - The **18.2% decrease** in Q3 2021 revenue was mainly due to a **$2.3 million** drop in the garment manufacturing business because of **factory re-decoration** This was partially offset by growth in logistics and property management services[98](index=98&type=chunk)[100](index=100&type=chunk) - The company shifted from a **net loss** of **$0.3 million** in Q3 2020 to a **net income** of **$11,619** in Q3 2021, driven by a **significant reduction** in **operating expenses**, particularly **selling expenses** which fell by **80.2%**[98](index=98&type=chunk)[112](index=112&type=chunk)[113](index=113&type=chunk) [Results of Operations for the nine months ended December 31, 2021 and 2020](index=30&type=section&id=Results%20of%20Operations%20for%20the%20nine%20months%20ended%20December%2031%2C%202021%20and%202020) Nine-Month Performance Summary (ended Dec 31) | Metric | 2021 | 2020 | Change (%) | | :--- | :--- | :--- | :--- | | **Revenue** | $9,835,733 | $21,014,064 | (53.2)% | | **Gross Profit (Loss)** | $1,521,584 | ($1,762,023) | (186.4)% | | **Income (Loss) from Operations** | $10,761 | ($3,593,015) | 100.3% | | **Net Income (Loss)** | $122,587 | ($3,560,206) | 103.4% | - The **significant 53.2% revenue decrease** for the nine-month period was primarily because there was **no revenue** from the **epidemic prevention supplies business**, which had contributed **$11.9 million** (**56.5%** of total) in the same period of 2020[124](index=124&type=chunk)[127](index=127&type=chunk) - Despite the **revenue drop**, the company turned a **$3.6 million net loss** in the first nine months of 2020 into a **$0.1 million net income** in 2021 This was driven by the elimination of the high-cost, loss-making epidemic supplies business and **improved profitability** in logistics and property management[123](index=123&type=chunk)[140](index=140&type=chunk)[143](index=143&type=chunk) [Financial Condition, Liquidity and Capital Resources](index=34&type=section&id=Financial%20Condition%2C%20Liquidity%20and%20Capital%20Resources) - As of December 31, 2021, the company had approximately **$0.5 million** in cash, **$4.8 million** in **total current assets**, and **$9.5 million** in **current liabilities**, indicating a **significant working capital deficit**[150](index=150&type=chunk) - The company's financial condition raises **substantial doubt** about its ability to continue as a **going concern** It relies on **cash flow from operations** and **capital contributions** from the CEO to finance operations and meet obligations[150](index=150&type=chunk) - **Net cash from financing activities** saw a **$6.2 million negative swing**, from a **$4.7 million inflow** in 2020 to a **$1.5 million outflow** in 2021, mainly because there were no proceeds from stock issuance and an increase in net repayment of **related party borrowings**[145](index=145&type=chunk)[149](index=149&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=37&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section is not applicable as the company qualifies as a smaller reporting company - The company is **not required** to provide **quantitative and qualitative disclosures about market risk** because it is a smaller reporting company[155](index=155&type=chunk) [Controls and Procedures](index=37&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls were ineffective as of December 31, 2021, due to **material weaknesses** in **internal financial reporting controls**, with no material changes reported - An evaluation by management concluded that the company's **disclosure controls and procedures** were **not effective** as of December 31, 2021[157](index=157&type=chunk) - There were no changes in the company's **internal control over financial reporting** during the quarter that materially affected, or are reasonably likely to materially affect, these controls[158](index=158&type=chunk) PART II – OTHER INFORMATION [Legal Proceedings](index=38&type=section&id=Item%201.%20Legal%20Proceedings) The company is not currently a party to any legal proceedings that would materially affect its business, financial condition, or operations - The company reports **no material legal proceedings**[160](index=160&type=chunk) [Risk Factors](index=38&type=section&id=Item%201A.%20Risk%20Factors) As a smaller reporting company, Addentax Group Corp. is not required to provide information for this item - Disclosure of **risk factors** is **not required** as the company is a smaller reporting company[161](index=161&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=38&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities during the period - **None reported**[161](index=161&type=chunk) [Defaults Upon Senior Securities](index=38&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities - **None reported**[161](index=161&type=chunk) [Other Information](index=38&type=section&id=Item%205.%20Other%20Information) There is no other information required to be disclosed that was not previously reported - **No other information to disclose**[161](index=161&type=chunk) [Exhibits](index=38&type=section&id=Item%206.%20Exhibits) The report includes certifications by the Principal Executive and Financial Officers, along with Interactive Data Files (XBRL) - Exhibits filed with this report include Section 302 and 906 **certifications** and the **Interactive Data File (XBRL)**[162](index=162&type=chunk) ```

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock ATXG OTC Markets FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2020 [ ] 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 ...