SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 2

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 December 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. 2 to the Company’s Form 10-K (the “Amendment”) has solely revised an inadvertent error regarding the Series A Preferred shareholder list in the table of “Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder Matters” under Item 12 on page 42.

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 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth as of March 31, 2022 the number of shares of the Company’s common stock and preferred stock owned on record or beneficially by each person known to be the beneficial owner of 5% or more of the issued and outstanding shares of the Company’s voting stock, and by each of the Company’s directors and executive officers and by all its directors and executive officers as a group.

Name of Officer/Director or Control Person	Affiliation with Company (e.g., Officer/Director/ Owner of more than 5%)	Residential Address (City / State Only)	Number of shares owned	Share type/ class	Ownership Percentage of Class Outstanding	Note
Wei Qun Chen	CEO and Director, beneficial Shareholder		500,000	Preferred Series B	100%, conversion rights: 1 series B share to 1,000 common shares	Voting Rights: 99% of all votes entitled to be voted
Wei Qun Chen	CEO and Director, beneficial Shareholder		300,000,000	Common	60.77%	Merger
HongZhen Xu	Secretary, Treasurer and Director		13,900,000	Common	2.82%	Form 8-K, Jan 14

HaiYan Zeng	Director		13,600,000	Common	2.76%	Form 8-K, Jan 14
All executive officers and directors as a Group (3 persons) (1)			327,500,000	Common	66.35%
Christopher Lolachi	Former CEO	29015 Covecrest DR Rancho Palos Verdes, CA 90275	200,000	Preferred Series A	100%	Vote at 1,000 to 1

(1)Applicable percentage ownership is based on 493,639,025 shares of common stock outstanding as of March 31, 2022, together with securities exercisable or convertible into shares of common stock within 60 days of March 31, 2022. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of common stock that a person has the right to acquire beneficial ownership of upon the exercise or conversion of options, convertible stock, warrants or other securities that are currently exercisable or convertible or that will become exercisable or convertible within 60 days of March 31, 2022, are deemed to be beneficially owned by the person holding such securities for the purpose of computing the number of shares beneficially owned and percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

Change in Control Arrangements

As of March 31, 2022, there are no arrangements that would result in a change in control of the Company.

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: December 1, 2022	By:	/s/ WeiQun Chen
	Name:	WeiQun Chen
	Title:	Director and Authorized Signatory for CEO and CFO

NOVAGANT CORP 10-K/A