UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

AMENDMENT NO. 1 TO

FORM 20-F

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

☒ 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

For the transition period from to

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

Date of event requiring this shell company report

Commission file number: 333-230170

Paranovus Entertainment Technology Ltd.

(Exact name of Registrant as specified in its charter)

N/A

(Translation of the Registrant’s name into English)

Cayman Islands

(Jurisdiction of incorporation or organization)

No. 11, Dongjiao East Road, Shuangxi, Shunchang, Nanping City

Fujian Province, People’s Republic of China

(Address of principal executive offices)

Xuezhu Wang, Chief Executive Officer

Telephone: +86-0599-782-8808

No. 11, Dongjiao East Road, Shuangxi, Shunchang, Nanping City

Fujian Province, People’s Republic of China

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

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

Title of Each Class

Trading Symbol

Name of Each Exchange On Which

Registered

Class A ordinary shares, par value US$0.01 per share

PAVS

NASDAQ Capital Market

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

(Title of Class)

The number of outstanding shares of each of the issuer’s classes of capital or common stock as of March 31, 2023 were 7,724,675 Class A ordinary shares, par value $0.01 per share and 612,255 Class B ordinary shares, par value $0.01 per share.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐ No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

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, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐

Accelerated filer ☐

Non-accelerated filer ☒

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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. ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

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 which basis of accounting the registrant has used to prepare the financial statements included in this filing:

☒

U.S. GAAP

☐

International Financial Reporting Standards as issued by the

International Accounting Standards Board

☐

Other

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow: Item 17 ☐ Item 18 ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

EXPLANATORY NOTE

This Amendment No. 1 to Form 20-F (“Amendment No. 1”) amends our Annual Report on Form 20-F for the fiscal year ended March 31, 2023 (the “Form 20-F”), which was originally filed with the U.S. Securities and Exchange Commission on July 27, 2023 (the “Original Filing Date”). This Amendment No. 1 is being (i) to update the Consent of Independent Registered Public Accounting Firm by TPS Thayer LLC, which is the previous certifying accountants of the Company, attached as exhibit 23.1 in Item 19 of the Form 20-F; (ii) to add the Consent of Independent Registered Public Accounting Firm by Briggs & Veselka Co., which is the previous certifying accountants of the Company, attached as exhibit 23.3 in Item 19 of the Form 20-F; (iii) to add the Report of Independent Registered Public Accounting Firm by Briggs & Veselka Co on page F-4 of Item 18 on Form 20-F. There are no other changes to the Form 20-F. Other than the newly added audit report by Briggs & Veselka Co., consolidated financial statements and notes to the consolidated financial statements remain the same as the previously filed Form 20-F.

In accordance with Rule 12b-15 of the Securities Exchange Act of 1934, as amended, this Amendment No. 1 includes new certifications required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, as amended, dated as of the filing date of this Amendment No. 1.

Except for the changes expressly described above, this Amendment No. 1 continues to present information as at the Original Filing Date and does not amend, supplement or update any information contained in the Form 20-F to give effect to any subsequent events. The filing of this Amendment No. 1, and the inclusion of newly updated auditor’s consent, should not be understood to mean that any other statements or disclosure contained in the Form 20-F are true and complete as of any date subsequent to the Original Filing Date, except as expressly noted above. Accordingly, this Amendment No. 1 should be read in conjunction with the Form 20-F.

ITEM 18. FINANCIAL STATEMENTS

See the Index to Consolidated Financial Statements accompanying this report beginning page F-1.

PARANOVUS ENTERTAINMENT TECHNOLOGY LTD.

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED March 31, 2023, 2022 and 2021

PARANOVUS ENTERTAINMENT TECHNOLOGY LTD.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Financial Statements		Pages
Report of Independent Registered Public Accounting Firm #6907		F-2
Report of Independent Registered Public Accounting Firm #6706		F-3
Report of Independent Registered Public Accounting Firm		F-4
Consolidated Balance Sheets as of March 31, 2023 and 2022		F-5
Consolidated Statements of Operation and Other Comprehensive (Loss)/Income for the Years Ended March 31, 2023, 2022 and 2021		F-6
Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended March 31, 2023, 2022 and 2021		F-7
Consolidated Statements of Cash Flows for the Years Ended March 31, 2023, 2022 and 2021		F-8
Notes to Consolidated Financial Statements		F-9

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

Paranovus Entertainment Technology Ltd.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheet of Paranovus Entertainment Technology Ltd. and its subsidiaries (collectively, the “Company”) as of March 31, 2023, and the related consolidated statements of operation and other comprehensive (loss)/ income, changes in shareholders’ equity, and cash flow for the year ended March 31, 2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, the principles generally accepted in the United States of America (U.S. GAAP).

Substantial doubt about the Company’s ability to continue as a going concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company incurred a net loss of US$72,187,116 during the financial year ended March 31, 2023 and, as of that date, the Company’s current liabilities exceeded its current assets by US$11,167,107. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to this matter are also discussed in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the f consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

/s/ Enrome LLP

We have served as the Company’s auditor since 2023

Singapore

July 27, 2023

F-2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

Happiness Development Group Limited

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheet of Happiness Development Group Limited and its subsidiaries (collectively, the “Company”) as of March 31, 2022, and the related consolidated statements of operation and other comprehensive (loss)/ income, changes in shareholders’ equity, and cash flow for the year ended March 31, 2022, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the consolidated financial position of the Company as of March 31, 2022, and the consolidated results of its operations and its consolidated cash flow for the year ended March 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

/s/ TPS Thayer, LLC

We have served as the Company’s auditor since 2022

Sugar Land, TX

August 15, 2022

F-3

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

Happiness Biotech Group Limited

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheet of Happiness Biotech Group Limited and its Subsidiaries (collectively, the “Company”) as of March 31, 2021, and the related consolidated statements of income and comprehensive income, changes in shareholders’ equity, and cash flows for each of the two years in the period ended March 31, 2021, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2021, and the results of its operations and its cash flows for each of the two years in the period ended March 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

/s/ Briggs & Veselka Co.

Briggs & Veselka Co.

Houston, Texas

August 2, 2021

We have served as the Company’s auditor since 2018.

F-4

PARANOVUS ENTERTAINMENT TECHNOLOGY LTD

CONSOLIDATED BALANCE SHEETS

(IN U.S. DOLLARS)

	As of March 31,			As of March 31,
	2023			2022
ASSETS
Current assets
Cash and cash equivalents	$	3,355,487		$	19,733,631
Accounts receivable,		1,706,279			27,447,907
Notes receivable		-			89,332
Inventories		335,019			1,389,561
Prepaid expenses and other current assets		4,389,186			7,909,233
Total current assets		9,785,971			56,569,664

Property, plant and equipment, net		8,470,272			11,246,815
Intangible assets, net		9,446,255			10,101,405
Goodwill		6,455,781			10,084,201
Deferred tax assets		-			3,796,492
Prepaid assets		2,181,930			5,627,099
TOTAL ASSETS	$	36,340,209		$	97,425,676

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	13,462,008		$	12,155,733
Other payables and accrued liabilities		5,106,634			3,469,768
Income tax payable		143,360			37,225
Short-term bank borrowings		2,241,076			2,268,360
Total current liabilities		20,953,078			17,931,086
Deferred tax liability		1,514,060			2,079,986
TOTAL LIABILITIES		22,467,138			20,011,072

COMMITMENTS AND CONTINGENCIES (NOTE 17)					-

SHAREHOLDERS’ EQUITY
Preferred shares, $0.01 par value,500,000 shares authorized, 0 shares issued and outstanding		-			-
Class A Ordinary shares, $0.01 par value 350,000,000 shares authorized, 7,724,675 shares issued and outstanding; $0.0005 par value, 70,000,000 shares authorized, 67,004,583 shares issued and outstanding		77,177			33,502
Class B Ordinary shares, $0.01 par value, 100,000,000 shares authorized, 612,255 shares issued and outstanding; $0.0005 par value, 20,000,000 shares authorized, 12,095,100 shares issued and outstanding		6,123			6,048
Additional paid-in capital		66,908,726			53,871,226
Statutory surplus reserve		7,622,765			7,622,765
Retained earnings (accumulated losses)		(59,453,593	)		12,285,281
Accumulated other comprehensive income (loss)		(402,119	)		4,306,536
Total Paranovus Entertainment Technology Ltd.’s shareholders’ equity		14,759,079			78,125,358
Non-controlling interests		(886,008	)		(710,754	)
Total shareholders’ equity		13,873,071			77,414,604

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	36,340,209		$	97,425,676

The accompanying notes are an integral part of these consolidated financial statements.

F-5

PARANOVUS ENTERTAINMENT TECHNOLOGY LTD

CONSOLIDATED STATEMENTS OF OPERATION AND OTHER COMPREHENSIVE (LOSS)/ INCOME

(IN U.S. DOLLARS)

	For the years ended March 31,
	2023			2022			2021
Revenues	$	98,152,825		$	89,488,658		$	71,484,703
Cost of revenues		(93,098,463	)		(85,777,192	)		(53,309,102	)
Gross profit		5,054,362			3,711,466			18,175,601

Operating expenses:
Selling and marketing		54,701,318			40,476,616			9,958,886
General and administrative		9,478,099			9,126,812			5,030,899
Research and development		1,397,118			1,684,089			1,660,100
Goodwill impairment		7,872,696			10,309,745			-
Total operating expenses		73,449,231			61,597,262			16,649,885

Operating (loss) income		(68,394,869	)		(57,885,796	)		1,525,716

Other income (expenses):
Interest income		31,886			108,395			131,901
Interest expense		(72,303	)		(85,993	)		(111,799	)
Other income, net		(294,750	)		117,086			105,522
Total other income, net		(335,167	)		139,488			125,624

(Loss) Income before income taxes		(68,730,036	)		(57,746,308	)		1,651,340

Income tax benefit (provision)		(3,457,080	)		3,726,227			(959,384	)

Net (loss) income	$	(72,187,116	)	$	(54,020,081	)	$	691,956
Net loss attributable to non-controlling interests		448,242			4,829,471			94,400
Net (loss) income attributable to Paranovus Entertainment Technology Ltd		(71,738,874	)		(49,190,610	)		786,356

Other comprehensive income (loss):
Foreign currency translation adjustments		(4,435,667	)		2,523,258			6,113,570
Comprehensive (loss) income	$	(76,622,783	)	$	(51,496,823	)	$	6,805,526
Less: comprehensive (loss) income attributable to non-controlling interests		(272,988	)		2,696,899			(2,873,378	)
Comprehensive (loss) income attributable to Paranovus Entertainment Technology Ltd	$	(76,895,771	)	$	(48,799,924	)	$	3,932,148

Basic and diluted earnings per ordinary share
Basic and diluted	$	(12.63	)	$	(1.22	)	$	0.03
Weighted average number of ordinary shares outstanding
Basic and diluted		5,678,081			40,485,912			26,160,270

The accompanying notes are an integral part of these consolidated financial statements.

F-6

PARANOVUS ENTERTAINMENT TECHNOLOGY LTD

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(IN U.S. DOLLARS)

	Class A Ordinary shares			Class A Ordinary shares amount			Class B Ordinary shares		Class B Ordinary shares amount		Additional paid-in capital		Statutory surplus reserve		Retained earnings			Accumulated other comprehensive income (loss)			Total Paranovus Entertainment Technology Ltd shareholders’ equity			Non-controlling interests			Total equity

Balance at March 31, 2020		25,000,000		$	12,500			-	$	-	$	15,044,002	$	2,064,096	$	66,623,204		$	(4,153,813	)	$	79,589,989		$	-		$	79,589,989
Ordinary shares issued for cash		5,100,000			2,550			-		-		10,723,150		-		-			-			10,725,700			-			10,725,700
Ordinary shares issued for services		381,580			191			-		-		778,232		-		-			-			778,423			-			778,423
Statutory reserves		-			-			-		-		-		5,558,669		(5,558,669	)		-			-			-			-
Contribution from non-controlling shareholders		-			-			-		-		-		-		-			-			-			112,418			112,418
Net income (loss)		-			-			-		-		-		-		786,356			-			786,356			(94,400	)		691,956
Dividend		-			-			-		-		-		-		(375,000	)		-			(375,000	)		-			(375,000	)
Foreign currency translation adjustments		-			-			-		-		-		-		-			3,240,192			3,240,192			2,873,378			6,113,570
Balance at March 31, 2021		30,481,580		$	15,241			-		-	$	26,545,384	$	7,622,765	$	61,475,891		$	(913,621	)	$	94,745,660		$	2,891,396		$	97,637,056

Ordinary shares issued for cash		32,940,000			16,470			-		-		18,861,130		-		-			-			18,877,600			-			18,877,600
Ordinary shares issued for services		1,478,103			739			-		-		1,085,492		-		-			-			1,086,231			-			1,086,231
Business acquisition (Note 14)		14,200,000			7,100			-		-		7,379,220		-		-			-			7,386,320			3,924,220			11,310,540
Convention of Class A Ordinary shares into Class B Ordinary shares		(12,095,100	)		(6,048	)		12,095,100		6,048		-		-		-			-			-			-			-
Net (loss)		-			-			-		-		-		-		(49,190,610	)		-			(49,190,610	)		(4,829,471	)		(54,020,081	)
Foreign currency translation adjustments		-			-			-		-		-		-		-			5,220,157			5,220,157			(2,696,899	)		2,523,258
Balance at March 31, 2022		67,004,583		$	33,502			12,095,100	$	6,048	$	53,871,226	$	7,622,765	$	12,285,281		$	4,306,536		$	78,125,358		$	(710,754	)	$	77,414,604
Ordinary shares issued for cash		3,000,000			30,000			-		-		5,970,000		-		-

SEC Form 20-F/A filed by Happiness Development Group Limited (Amendment)