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United States securities and exchange commission logo
February 7, 2024
Dawei Chen
Chief Financial Officer
Skillful Craftsman Education Technology Ltd
Floor 4, Building 1, No. 311, Yanxin Road
Huishan District , Wuxi
Jiangsu Province, PRC 214000
Re: Skillful Craftsman
Education Technology Ltd
Amendment No. 1 to
Form 20-F for Fiscal Year Ended March 31, 2023
Filed August 17,
2023
File No. 001-39360
Dear Dawei Chen:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments.
Please respond to this letter within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe a
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to this letter, we may have additional comments.
Amendment No. 1 to Form 20-F for Fiscal Year Ended March 31, 2023
Item 5. Operating and Financial Review and Prospects
5.B. Liquidity and Capital Resources
Statement of Cash Flows
Year Ended March 31, 2023 as Compared to Year Ended March 31, 2022
Net Cash Generated from Financing Activities, page 90
1. Your presentations in
the table here, the table on page 89, and on the face of the statement
of cash flow indicates
net cash generated from financing activities of $1,000,000. Please
reconcile these
presentations with the narrative discussion here that net cash generated
from financing
activities was $0.2 million for the year ended March 31, 2023. As a related
matter, if the $0.8
million repayment of long-term loan from Fujian Xinqiao was made
during the year, please
tell us how it was presented in your statement of cash flow.
Finally, please ensure
the columns in the table are labeled correctly.
Dawei Chen
Skillful Craftsman Education Technology Ltd
February 7, 2024
Page 2
2. We note from the discussion of the Xinqiao Loan Agreement on page 113
that cash
provided by financing activities in fiscal 2022 of $14,809,302 is
provided entirely through
this loan agreement, and that this loan agreement was amended in
August 2023, to clarify
the use of the loan, which should be used for the construction of a
maritime food
vocational training school and will encompass various specialized
areas including deep-
sea fisheries crew training, nearshore aquaculture training, water
product supply chain
management, water product branding, hotel and restaurant management,
and other related
industry talent cultivation, as well as business expansion and
investment within the
relevant industry. Please tell us your progress to date on this
project, and how you
considered the stipulations on the use of proceeds of this loan in
determining presentation
in your balance sheet.
Consolidated Financial Statements
Notes to Consolidated Financial Statements
9. Long-term investment, page F-25
3. We note from your disclosure here that in January 2022 you entered an
agreement to
purchase a 3% share of Fujian Pingtan Ocean Fishery Group Co., Ltd.
for total
consideration of $14,809,302 (RMB 94,012,410). Please tell us how you
funded the
consideration and how this transaction is related to the Xinqiao Loan
Agreement in the
amount of $14,809,302 (RMB 94,012,410).
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
Please contact Amy Geddes at 202-551-3304 or Stephen Kim at 202-551-3291
with any
questions.
FirstName LastNameDawei Chen Sincerely,
Comapany NameSkillful Craftsman Education Technology Ltd
Division of Corporation
Finance
February 7, 2024 Page 2 Office of Trade & Services
FirstName LastName