UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K/A

Amendment No.1

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of September 2022

Commission File Number 001-39098

HAPPINESS DEVELOPMENT GROUP LIMITED

(Exact name of registrant as specified in its charter)

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

Fujian Province, People’s Republic of China
+86-0599-782-8808

(Address of Principal Executive Office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form40-F.

Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

EXPLANATORY NOTE

Happiness Development Group Limited (the “Company”) is furnishing this Form 6-K to provide six-month interim financial statements and incorporate such financial statements into the Company’s registration statements referenced below.

This Form 6-K is hereby incorporated by reference into the registration statements of the Company on Form S-8 (Registration Number 333-253602) and on Form F-3 (Registration Number 333-250026), to the extent not superseded by documents or reports subsequently filed or furnished by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

FORWARD LOOKING STATEMENT

This Report of Foreign Private Issuer on Form 6-K filed by Happiness Development Group Limited (together with our subsidiaries, unless the context indicates otherwise, “we,” “us,” “our,” or the “Company”), contains forward-looking statements within the meaning of the Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements relate to future events or the Company’s future financial performance. The Company has attempted to identify forward-looking statements by terminology including “anticipates,” “believes,” “expects,” “can,” “continue,” “could,” “estimates,” “intends,” “may,” “plans,” “potential,” “predict,” “should” or “will” or the negative of these terms or other comparable terminology. These statements are only predictions, uncertainties and other factors may cause the Company’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels or activity, performance or achievements expressed or implied by these forward-looking statements. The information in this Report on Form 6-K is not intended to project future performance of the Company. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company does not guarantee future results, levels of activity, performance or achievements. The Company expectations are as of the date this Form 6-K is filed, and the Company does not intend to update any of the forward-looking statements after the date this Report on Form 6-K is filed to confirm these statements to actual results, unless required by law.

Recent Development

Private Placement

On December 27, 2022, the Company entered into certain securities purchase agreement (the “SPA”) with certain sophisticated purchasers (the “Purchasers”), pursuant to which the Company agreed to sell 3,000,000 Class A ordinary shares, (the “Shares”) par value $0.01 per share (the “Ordinary Shares”), at a per share purchase price of $2.00. The gross proceeds to the Company from this transaction were approximately $6.0 million. The Company plans to use 50% of the gross proceeds in a collaboration with DMG Tech Investment Ltd., and the rest for the general corporate purpose. As of the date of this report, there are 3,342,730 Class A ordinary shares and 612,255 Class B ordinary shares issued and outstanding. On January 18, 2023, the offering was closed as all the closing conditions were met or otherwise waived.

Collaboration Agreement

On December 28, 2022, the Company entered into a collaboration agreement (the “Collaboration Agreement”) with DMG Tech Investment Ltd, a limited liability company established under the laws of Delaware (“DMG”). DMG holds license of certain intellectual property to the development and operation of the certain animation experience in China and Korea. Pursuant to the Collaboration Agreement, DMG agreed to negotiate with the licensor to obtain the license in the U.S., and use best efforts to ensure that such rights include use of the license in development of location based entertainment centers, pop up experiences, non-fungible tokens, and merchandising. DMG also agreed to transfer the new license to a joint venture, which will be jointly owned by the Company and DMG or their respective designees. In exchange, the Company agreed to pay DMG $3 million in cash to DMG.

Results of Operations

The following information was derived from our Unaudited Financial Results for the six months ended September 30, 2022 and 2021, attached hereto as Exhibit 99.1.

HAPPINESS DEVELOPMENT GROUP LIMITED

CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS)

FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2022 AND 2021

(UNAUDITED)

(IN U.S. DOLLARS)

	For the six months ended September 30,
	2022			2021
Revenues	$	52,990,008		$	46,884,584
Cost of revenues		(50,460,142	)		(41,210,047	)
Gross profit		2,529,866			5,674,537

Operating expenses / (income):
Selling and marketing		17,822,898			11,636,367
General and administrative		3,897,392			3,780,718
Research and development		402,544			789,482
Gain on disposal of subsidiaries		(67,501	)		-
Total operating expenses		22,055,333			16,206,567

Operating loss		(19,525,467	)		(10,532,030	)

Other income (expenses):
Interest income		16,832			62,737
Interest expense		(35,054	)		(38,511	)
Other (loss)/ income, net		(298,566	)		114,059
Total other (loss)/ income, net		(316,788	)		138,285

(Loss) / income before income taxes		(19,842,255	)		(10,393,745	)

Income tax provision		(2,896,428	)		(149,429	)

Net loss	$	(22,738,683	)	$	(10,543,174	)
Net loss attributable to non-controlling interests		3,369,230			488,314
Net loss attributable to Happiness Development Group Limited		(19,369,453	)		(10,054,860	)

Other comprehensive income (loss):
Foreign currency translation adjustments		(4,606,029	)		1,607,416
Comprehensive loss	$	(27,344,712	)	$	(8,935,758	)
Less: comprehensive income / (loss) attributable to non-controlling interests:		(80,764	)		2,523,603
Comprehensive loss attributable to Happiness Development Group Limited		(27,425,476	)		(6,412,155	)
Basic and diluted earnings (loss) per ordinary share
Basic and diluted	$	(0.48	)	$	(0.37	)
Weighted average number of ordinary shares outstanding
Basic and diluted		40,485,912			26,933,050

Revenues

We generated $52,990,008 in revenues for the six months ended September 30, 2022, representing an increase of $6,105,424 or 13.0%, as compared with $46,884,584 for the six months ended September 30, 2021. The increase was primarily due to the new goods or service provided during the six months ended September 30 2022, offsetting the decrease of revenue in the ecommerce sale and the advertising service.

Our sales from the healthcare products had increased from $11,669,522 for the six months ended September 30, 2021 to $28,103,868 for the six months ended September 30, 2022, due to the increased revenues generated from the new acquired companies. During the six months ended September 30, 2022, Fujian Shennong Jiagu Development Co., Ltd., a 70% subsidiary of the Company, and Fujian Shennong Jiagu Development Co., Ltd., a wholly owned subsidiary of the Company, together contributed 81.8% of the healthcare products revenue.

The automobile sales had increased by $10,448,555, from $5,589,207 for the six months ended September 30, 2021 to $16,037,762 for the six months ended September 30, 2022, as Taochejun began operation in June 2021, the revenue of Taochejun had only been generated for about three months as of September 30, 2021.

Our sales from the ecommerce sales had decreased from $29,625,855 for the six months ended September 30, 2021 to $8,848,378 for the six months ended September 30, 2022. The Company had disposed several low gross margin and loss-making e-commerce subsidiaries, which resulted in the decrease in sales.

Cost of Revenue

Cost of revenue increased by $9,250,095 or 22.4%, from $41,210,047 for the six months ended September 30, 2021 to $50,460,142 for the six months ended September 30, 2022. Gross margin were 4.8% and 12.1% for the six months ended September 30, 2022 and 2021, respectively.

Selling and Marketing Expenses

The selling expenses increased by $6,186,531, or 53.2%, from $11,636,367 for the six months ended September 30, 2021 to $17,822,898 for the six months ended September 30, 2022, the increase was primarily because that more cash were invested in exhibition and advertising to attract new potential customers through we-media, exhibitions, streaming advertising and etc.

General and Administrative Expenses

The general and administrative expenses increased from $3,780,718 for the six months ended September 30, 2021 to $3,897,392 for the six months ended September 30, 2022, representing a slight increase of $0.1 million, or 3.1%.

Research and Development Expenses

The research and development expenses decreased from $789,482 for the six months ended September 30, 2021 to $402,544 for the six months ended September 30, 2022, representing a decrease of $0.39 million, or 49.0%. The decrease in the cost of research and development expense was due to the two-month closure of the Company’s manufacturing facilities.

(Loss) Income from Operations

We incurred loss from operations of $19,842,255 for the six months ended September 30, 2022, compared to loss from operations of $10,393,745 for the six months ended September 30, 2021. Most of the loss was attributed to the performance of the healthcare products segment, which resulted from the impacts of COVID-19. The lockdown and mass testing policies in different provinces in China have brought negative effects on the performance of the healthcare products segment. We had gradually optimized and integrated each segment to avoid further losses.

Income Tax

We incurred income tax expense of $2,896,428 for the six months ended September 30, 2022, representing an increase of $2,746,999 or 1,838.3%, compared to $149,429 for the six months ended September 30, 2021. The change was primary attributable to revert of the deferred tax assets allowance.

Net Loss

As a result of the foregoing, net loss amounted to $22,738,683 for the six months ended September 30, 2022, compared to net income of $10,543,174 for the six months ended September 30, 2021.

HAPPINESS DEVELOPMENT GROUP LIMITED

CONSOLIDATED BALANCE SHEETS

AS OF SEPTEMBER 30, 2022, AND MARCH 31, 2022

(UNAUDITED)

(IN U.S. DOLLARS)

	As of September 30,			As of March 31,
	2022			2022
ASSETS
Current assets
Cash and cash equivalents	$	11,252,396		$	19,733,631
Accounts receivable, net of allowance for doubtful accounts of $414,446 and $463,514, respectively		24,754,419			27,447,907
Notes receivable		-			89,332
Inventories		1,626,960			1,389,561
Prepaid expenses and other current assets		7,868,198			7,909,233
Total current assets		45,501,973			56,569,664

Property, plant and equipment, net		9,345,652			11,246,815
Intangible assets, net		8,294,643			10,101,405
Goodwill		8,865,954			10,084,201
Deferred tax assets		654,262			3,796,492
Prepaid assets		3,303,216			5,627,099
TOTAL ASSETS	$	75,965,700		$	97,425,676

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	18,423,109		$	12,155,733
Other payables and accrued liabilities		1,733,273			3,469,768
Income tax payable		334,530			37,225
Short-term bank borrowings		2,147,948			2,268,360
Total current liabilities		22,638,860			17,931,086
Deferred tax liability		1,774,698			2,079,986
TOTAL LIABILITIES		24,413,558			20,011,072

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS’ EQUITY
Class A Ordinary shares, $0.01 par value, 350,000,000 shares authorized, 67,004,583 and 30,481,580 shares issued and outstanding, respectively		33,502			33,502
Class B Ordinary shares, $0.01 par value, 100,000,000 shares authorized, 12,095,100 and 0 shares issued and outstanding, respectively		6,048			6,048
Preferred shares, $0.01 par value, 50,000,000 shares authorized, 0 shares issued and outstanding		-			-
Additional paid-in capital		53,871,226			53,871,226
Statutory reserve		7,622,765			7,622,765
(Accumulated Deficit) Retained earnings		(7,084,172	)		12,285,281
Accumulated other comprehensive income (loss)		(380,257	)		4,306,536
Total Happiness Development Group Limited’s shareholders’ equity		54,069,112			78,125,358

Non-controlling interests		(2,516,970	)		(710,754	)

Total shareholders’ equity		51,552,142			77,414,604

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	75,965,700		$	97,425,676

Liquidity and Capital Resources

As of September 30, 2022 and March 31, 2022, we had cash and cash equivalents of $11,252,396 and $19,733,631, respectively. We did not have any other short-term investments.

As of September 30, 2022 and March 31, 2022, our current assets were $45,501,973 and $56,569,664, respectively, and our current liabilities were $22,638,860 and $17,931,086, respectively.

Cash Flows Summary

	For the Six Months Ended September 30,
	2022			2021
Net cash (used in)/ provided by operating activities	$	(8,183,863	)	$	6,754,756
Net cash used in investing activities		(84,912	)		(214,228	)
Net cash provided by financing activities		1,598,574			1,971,191
Effect of exchange rate changes on cash		(1,811,034	)		639,573
Net (decrease)/ increase in cash	$	(8,481,235	)	$	9,151,292

Operating activities

Net cash used in operating activities was approximately $8.2 million for the six months ended September 30, 2022, compared to net cash provided by approximately $6.8 million for the six months ended September 30, 2021.

Net cash used in operating activities for the six months ended September 30, 2022 was mainly due to the increase of prepayments and other current assets approximately $3.7 million, accounts payable approximately $7.9 million and deferred taxes approximately $2.8 million, offset by decrease of other payables and accrued liabilities of approximately $3.0 million.

Investing activities

Net cash used in investing activities was approximately $0.1 million for the six months ended September 30, 2022, as compared to approximately $0.1 million for the six months ended September 30, 2021, due to the procurements of the equipment.

Financing activities

Net cash provided by financing activities was approximately $1.6 million for the six months ended September 30, 2022, as compared to approximately $2.0 million for the six months ended September 30, 2021.

Net cash provided by financing activities for the six months ended September 30, 2022 was mainly due to repayment to the short-term bank loans of approximately $1.0 million, offset by an approximately $1.5 million capital contribution from non-controlling shareholders and the proceeds from short-term bank loans amounted to $1.2 million.

Statement Regarding Unaudited Financial Information

The unaudited financial information set forth above is subject to adjustments that may be identified when audit work is performed on the Company’s year-end financial statements, which could result in significant differences from this unaudited financial information.

Research and development, patents, and licenses, etc.

Research and Development

Nutraceutical and Dietary Supplements Products

We rely on our in-house research and development team to upgrade current products and invent new products. We were granted an award of “Outstanding Research and Development Companies” by Nanping Intellectual Property Office on October 16, 2017. We currently have 13 employees dedicated to research and development and we hold a total of 12 patents as of the date of this report.

Mr. Xuezhu Wang and Mr. Zongwei Zhang, our key technician, both have over twenty-six years of experiences in the nutraceutical industry. They lead our research team in the process of applying patents for the Company. Dr. Junsheng Fu joined the company as a consultant in June 2018 to assist our technical manager Yujing Zheng, who has over fourteen years of experiences in the food manufacturing industry, to rebuild our Research and Development team. Dr. Fu holds Doctorate degree in Microbiology from Fujian Agriculture and Forestry University, and is currently as a professor at the same University. He established our general research and development strategy to use modern technology to improve the production process and continue developing newly advanced products to meet the highest quality standards. We believe that our research and development team holds a leading position in the nutraceutical and dietary supplements industry. We will continue to sharpen our advantages and expect to develop new advanced products in the foreseeable future. A detailed development process of our new products is as following:

●

Start-up of a project: feasibility study on the formula, production process and technical requirements of the new product;

●

Lab test of the formula and production process on small scale;

●

Pilot production test of the formula and production process on medium scale;

●

Make further modification on the formula and production process of the new product based on the results of lab test and pilot test to meet current technical requirements and quality standards of nutraceutical and diet supplements;

●

Assessment on safety and general health benefits of the new product: the assessment covers hygienic testing, toxicological testing and functional testing on safety, stability and health benefits of the products. The assessment reports are required and reviewed by CFDA to make sure the product can not cause any acute, subacute or chronic harm to the human body. We mainly rely on third party assessment agencies authorized by CFDA to perform the assessment of the safety, stability and general health benefits of the new products.

●

Submit the materials to CFDA for registration or record-filing process of the new product (for a detailed discussion on the materials needed, see section “Regulation”);

●

Approved by CFDA and get the official approval and “Blue Cap” label of the new product: CFDA shall review the materials for registration or record-filing and perform on-site verification of the production process to confirm whether the products meet the requirements of nutraceutical and dietary supplements products. With the requirements of nutraceutical and dietary supplements being met, CFDA will issue the official approvals of the products to the manufacturers.

Hygienic testing of nutraceutical and dietary supplements products includes various trials on the functional ingredients of the products to assess whether the products meet the hygienic requirements for nutraceutical and dietary supplements products and whether the products contain ingredients harmful to human body, such as Lead, Arsenic and Mercury. Toxicological testing of nutraceutical and dietary supplements products includes experiments on the ingredients to ensure the product must not cause any acute, subacute or chronic harm to the human body. In the condition of the hygienic testing and toxicological testing being qualified, functional testing provide assessments to verify the specified functions of the products. Functional testing includes experiments on animals or human beings (if necessary) for the specific functions of the products. According to the Technical Standards for Testing &Assessment of Health Food promulgated by National Health Commission of PRC, functions of these nutraceutical and dietary supplements products must be covered by the 27 kinds of general health benefits listed in the standard, such as boosting the immune system, improvement of sleep etc.

Trademarks, Copyrights, Patents and Domain Names

We regard our trademarks, domain names, know-how, proprietary technologies and similar intellectual property as critical to our success, and we rely on trademark and trade secret law and confidentiality and invention assignment with our employees and others to protect our proprietary rights.

Trademark

“Happiness” is a Well-Known Trademark and well recognized by consumers in Southeastern China. “Happiness” was registered as a Well-Known Trademark in China by State Administration of Industry and Commerce of PRC in 2010 and Famous Brand in Fujian by Fujian Administration of Industry and Commerce in 2007. Our brand is also widely recognized in the nutraceutical industry in China as one of the most famous brands. It is especially recognized in Fujian Province where it was originated and provinces nearby, such as Zhejiang, Jiangsu and Guangdong.

Patent

Domain Names

Our intellectual property includes our domain names of http://www.fjxfl.com., and https://www.happgo.net/.

Licenses

Dietary Supplement Production License and Official Approvals

In China, food and nutritious supplement manufacturers are required to comply with the certain quality control, safety requirement and obtain “Food Production License” from CFDA for full compliance with the safety requirements set forth in Food Safety Law of People’s Republic of China. Besides, each nutraceutical product is required to obtain the official approval of manufacturing from CFDA, which is the commonly known as the “Blue Caps”. Currently 26 of our products are approved by CFDA. The approvals of our main products are listed in the below chart.

No.	Product Name	Code	Expiration Date	Owner
1	“Happiness” Lucidum Spore Powder Capsule	No.346(1998)	not applicable	Fujian Happiness
2	“Daguangrong” Cordyceps Mycelia Oral Liquid	No.220(1997)	not applicable	Shunchang Happiness
3	“Happiness” Ejiao Astragalus Oral Liquid	G20040107	not applicable	Fujian Happiness
4	“Happiness” Iron and Zinc Amino Acids Oral Liquid	G20060704	8/13/2025	Fujian Happiness
5	“Happiness” American Ginseng Capsule	G20050572	7/8/2025	Fujian Happiness
6	Lishi Jinjin Qingzhi Capsule	No.0288(2003)	not applicable	Fujian Happiness
7	“Happiness” Fenglingbao Capsule	No.0064(2003)	not applicable	Fujian Happiness
8	“Happiness” American Ginseng Original Grain Tea bag	No.0291(2003)	not applicable	Fujian Happiness
9	“Happiness” American Ginseng Oral Liquid	G20040182	not applicable	Shunchang Happiness
10	“Happiness” Taurine Zinc Oral Liquid	G20120537	1/6/2025	Fujian Happiness
11	“Happiness” Spirulina Tablets	G20050573	8/13/2025	Fujian Happiness
12	“Happiness” Sleeping Capsule	No.0198(2002)	not applicable	Fujian Happiness
13	“Happiness” Tablets	G20140404	5/22/2026	Fujian Happiness
14	“Happiness” American Ginseng Chicken Essence Tonic	G20040889	not applicable	Fujian Happiness
15	“Happiness” Little Pigeon Oral Liquid	No.0487(1998)	not applicable	Fujian Happiness
16	“Happiness” Ginseng Taurine Drink	G20140393	8/22/2026	Fujian Happiness
17	“Happiness” Fish Oil Vitamin E Soft Capsule	G20100155	9/4/2024	Fujian Happiness
18	“Happiness” Calcium Tablets	G202035000761	not applicable	Fujian Happiness
19	“Happiness” Selenium tablets	G201935001306	not applicable	Fujian Happiness
20	“Happiness” Calcium Oral Liquid	G201935000766	not applicable	Fujian Happiness
21	“Happiness” Coenzyme Q10 Capsule	G202135100829	not applicable	Fujian Happiness
22	“Happiness” American Ginseng and Antler Tablets	G20090308	02/10/2024	Fujian Happiness
23	“Happiness” Protein Powder	G20100744	09/11/2024	Fujian Happiness
24	“Gold Coast” American Ginseng Amino Acid Capsules	G20060779	02/17/2026	Fujian Happiness
25	“Happiness” Spirulina Chewable Tablets	G202235001630	not applicable	Fujian Happiness
26	“Happiness” Ganoderma Lucidum Spore Powder	G202235002955	not applicable	Fujian Happiness

According to CFDA regulations, “Blue Caps” approvals granted prior to July 1, 2005 do not have any expiration date, “Blue Caps” approvals obtained after July 1, 2005 have a term of 5 years and maybe renewed. Our research and development team monitors the approval status of our products. For all of our products that require approval renewal, we have already submitted to CFDA the renewal applications, which are currently under review. Pending the renewal applications, as long as the renewal requests have been filed with CFDA, we are still permitted to sell these products despite their approvals expired.

Trend Information

Other than as disclosed elsewhere in this report, we are not aware of any trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on our net revenues, income from continuing operations, profitability, liquidity or capital resources, or that would cause reported financial information not necessarily to be indicative of future operating results or financial condition.

Critical Accounting Estimates

Management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates are based on information as of the date of the consolidated financial statements. Significant estimates required to be made by management include, but are not limited to, the valuation of accounts receivable and related allowance for doubtful accounts, useful lives of property and equipment and intangible assets, the recoverability of long-lived assets, inventory reserve, goodwill impairment, income taxes related to realization of deferred tax assets and uncertain tax position, provisions necessary for contingent liabilities and contingent consideration. The current economic environment has increased the degrees of uncertainty inherent in those estimates and assumptions, actual results could differ from those estimates.

Exhibits.

Exhibit		Description
99.1		Happiness Development Group Limited Unaudited Financial Results for the Six Months Ended September 30, 2022 and 2021
101.INS		Inline XBRL Instance Document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Happiness Development Group Limited

Date: February 17, 2023	By:	/s/ Xuezhu Wang
		Xuezhu Wang Chief Executive Officer

SEC Form 6-K/A filed by Happiness Development Group Limited (Amendment)