SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1

FORM 10-K/A

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended: March 31, 2022

☐ 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. 0-26675

NOVAGANT CORP.

(Exact Name of registrant as specified in its charter)

Nevada		33-0038621
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)

Flat D, 32/F, The Masterpiece, 18 Hanoi Road,

Kowloon, Hong Kong 19801

(Address of Principal Executive Offices, Including Zip Code)

Registrant’s Telephone Number, including area code: (852) 9338-3077

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

Securities registered pursuant to Section 12(g) of the Securities Exchange Act: Common Stock

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

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

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: [X] No [ ].

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files. Yes [X] No [ ].

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

Title of Each Class	Trading Symbol	Exchange on which registered
NONE	----	----

Auditor Firm ID	Auditor Name	Auditor Location
957	Zhen Hui Certified Public Accountants	Hong Kong, China

Indicate by check mark whether the registrant is a large accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “small reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ]		Accelerated filer [ ]
Non-accelerated filer [ ] (Do not check if a smaller reporting company)		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 is a shell company (as defined in Rule 12b-2 of the Exchange Act):

Yes ☐ No [X].

The aggregate market value of the voting and non-voting common equity held by non-affiliate of the registrant as of March 31, 2022 was approximately $8,174,040 based on the closing price on March 31, 2022.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. Common Stock, $0.001 par value – 493,639,025 shares, as of September 1, 2022.

DOCUMENTS INCORPORATED BY REFERENCE

None.

EXPLANATORY NOTE

The Annual Report of Novagant Corp. on Form 10-K for the fiscal year ended March 31, 2022 (the “Form 10-K”), was filed with the Securities and Exchange Commission (the “Commission”) on June 29, 2022.

This Amendment No. 1 to the Company’s Form 10-K (the “Amendment”) has only included new certifications from our Chief Executive Officer and Chief Financial Officer pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 at exhibits 31.1 and 32.1., respectively.

Apart from expressly set forth above, this Amendment does not, and does not purport to, amend, update or restate the information in any other item of the Form 10-K or reflect any events that have occurred after the filing of the original Form 10-K.

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

3. The following exhibits required by Item 601 to be filed herewith are incorporated by reference to previously filed documents:

Exhibit No.	Description

3.1	Articles of Incorporation, as amended (filed as an Exhibit to the Form 10-12G on October 12, 2021 and incorporated herein by reference).

3.2	Amended and Restated Bylaws of the Company (filed as an Exhibit to the Form 10-12G on October 12, 2021 and incorporated herein by reference).

3.3	Certificate of Reinstatement (filed as an Exhibit to the Form 10-12G on October 12, 2021 and incorporated herein by reference).

3.4(a)	The Certificate of Designation for the Series A Preferred was filed as an Exhibit to the Form 10-12G/A on January 13, 2022 and incorporated herein by reference).

3.4(b)	The Certificate of Designation for the Series B Preferred was filed as an Exhibit to the Form 10-12G/A on April 4, 2022 and incorporated herein by reference).

3.5	Business Registration Ordinance of Ever Full Logistics Limited (filed as an Exhibit to the Form 10-12G on October 12, 2021 and incorporated herein by reference).

3.6	Certificate of Change Name of Ever Full Logistics Limited (filed as an Exhibit to the Form 10-12G on October 12, 2021 and incorporated herein by reference).

4.1	Share Exchange Agreement, dated September 21, 2021, by and among the Company, Ever Full Logistics Limited, and WeiQun Chen, the sole shareholder of EFLL.

10.1	Technology Assignment Agreement, dated September 30, 2021.

10.2	Tenancy Agreement, dated May 15, 2020, by and between EFLL and Courage Leader Limited (filed as an Exhibit to the Form 10-12G on October 12, 2021 and incorporated herein by reference).

10.3	Custodian Court Order, dated December 9, 2019.

21.1	Subsidiaries.

23.3	Consent of China Commercial Law Firm. Guangdong, dated June 7, 2022

31.1	Certification of Chief Executive Officer pursuant to Sec. 302

32.1	Certification of Chief Executive Officer pursuant to Sec. 906

SIGNATURES

Pursuant to the requirements of Section13 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, thereunto duly authorized.

Date: September 2, 2022	By:	/s/ WeiQun Chen
	Name:	WeiQun Chen
	Title:	Director and Authorized Signatory for CEO and CFO

NOVAGANT CORP 10-K/A