10-K/A
Antiaging Quantum Living Inc. (AAQL)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
Washington,D.C. 20549
FORM10-K/A
AmendmentNo. 2
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: March 31, 2020
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________ to _____________
Commission file number: 000-56157
ACHISONINC
(Exact name of small business issuer as specified in its charter)
| New York | 47-2643986 |
|---|---|
| (State<br> or other jurisdiction of incorporation) | (IRS<br> Employer Identification No.) |
135-22Northern Blvd., 2^nd^ Fl.
Flushing,NY 11354
(Address of principal executive offices) (Zip Code)
917-470-5393
(Issuer’s telephone number)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Class A Common Stock
| Title<br> of each class | Trading<br> Symbol | Name<br> of each exchange on which registered |
|---|---|---|
| Class<br> A Common Stock, $0.001 par value per share | None | None |
Check whether the issuer is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. [ ]
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 [ ]
Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S−B contained in this form, and no disclosure will be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10−K or any amendment to this Form 10−K. [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes[ X ] No [ ]
The aggregate market value of the voting and non-voting shares of the Company’s Class A Common Stock held by non-affiliates based on the last sale of the Class A Common Stock on September 30, 2019, was $7,170.
Number of shares outstanding of each of the issuer’s classes of common stock on July 6, 2020: Class A Common Stock: 29,995,000.
Transitional Small Business Disclosure Format: Yes [ ] No [X]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, non-accelerated filer or a small. See definition of “large accelerated filer, accelerated filer and smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one):
| Large<br> accelerated filer [ ] | Accelerated<br> filer [ ] |
|---|---|
| Non-accelerated<br> filer [ X ] | Smaller<br> reporting company [X] |
| Emerging<br> growth company [X] |
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 [ ]
EXPLANATORYNOTE
This Amendment No. 2 to Achison Inc’s (the “Company”) Form 10-K for the year ended on March 31, 2020, originally filed with the Securities and Exchange Commission on July 6, 2020 and Form 10-K/A filed on October 7, 2020 (collectively the “Annual Report”), is being filed for the purpose of correcting the nomenclature of the common stock by revising the Company’s Balance Sheets as of March 31, 2020 and 2019 by adding Class A to indicate that the only common stock that the Company has authorized is Class A common stock. Other than as set forth in this Amendment No. 2, the information contained in the Annual Report, filed on July 6, 2020 and October 7, 2020, remains unchanged.
ACHISONINC
BALANCESHEETS
| March 31, 2019 | |||||
|---|---|---|---|---|---|
| (Restated) | |||||
| ASSETS | |||||
| CURRENT ASSETS | |||||
| Cash | 61,471 | $ | 4,141 | ||
| Short-term investments | — | 10,724 | |||
| Notes receivable | 70,000 | — | |||
| Notes receivable, net- related party | — | 18,000 | |||
| Total Current Assets | 131,471 | 32,865 | |||
| TOTAL ASSETS | 131,471 | $ | 32,865 | ||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||
| CURRENT LIABILITIES: | |||||
| Income tax payable | — | $ | 13,383 | ||
| Total Current Liabilities | — | 13,383 | |||
| NON-CURRENT LIABILITIES: | |||||
| Shareholder loan | 71,000 | — | |||
| Total Noncurrent Liabilities | 71,000 | — | |||
| TOTAL LIABILITIES | 71,000 | 13,383 | |||
| COMMITMENTS AND CONTINGENCIES(Note 5) | |||||
| STOCKHOLDERS’ EQUITY: | |||||
| Class A Common stock (0.001 par value, 30,000,000 shares authorized, 29,995,000 shares issued and outstanding as of March 31, 2020; 9,985,000 shares issued and outstanding as of March 31, 2019) | 29,995 | 9,985 | |||
| Additional Paid in Capital | 160,230 | 80,140 | |||
| Accumulated Deficit | (129,754 | ) | (70,643 | ) | |
| Total Stockholders’ Equity | 60,471 | 19,482 | |||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | 131,471 | $ | 32,865 |
All values are in US Dollars.
Item6. Exhibits
* Filed herewith.
SIGNATURES
In accordance with the Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on the 22nd day of January, 2021.
| ACHISON INC | |
|---|---|
| By: | /s/ Dingshan Zhang |
| Dingshan Zhang, President<br><br> <br>(Principal Executive Officer) |
In accordance with the requirements of the Securities and Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities indicated and on the dates stated.
| Dated:<br> January 22, 2021 | By: | /s/ Dingshan Zhang |
|---|---|---|
| Dingshan<br> Zhang | ||
| President<br> (Principal Executive Officer),<br><br> CFO, Sec. and Director |
EXHIBIT31.1
CERTIFICATION
I, Dingshan Zhang, certify that:
| 1. | I<br> have reviewed this report on Amendment No. 2 to Form 10-K of Achison Inc; |
|---|---|
| 2. | Based<br> on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary<br> to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect<br> to the period covered by this report; |
| 3. | Based<br> on my knowledge, the financial statements, and other financial information included in this report, fairly present in all<br> material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods<br> presented in this report; |
| 4. | The<br> registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and<br> procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: |
| a. | designed<br> such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,<br> to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to<br> us by others within those entities, particularly during the period in which this report is being prepared; |
| --- | --- |
| b. | designed<br> such internal control over financial reporting, or caused such internal control over financial reporting to be designed under<br> our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial<br> statements for external purposes in accordance with generally accepted accounting principles; |
| c. | evaluated<br> the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions<br> about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based<br> on such evaluation; and |
| d. | disclosed<br> in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s<br> most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially<br> affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting. |
| 5. | The<br> registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control<br> over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors<br> (or persons performing the equivalent functions): |
| --- | --- |
| a. | all<br> significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which<br> are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial<br> information; and |
| --- | --- |
| b. | any<br> fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s<br> internal control over financial reporting. |
| /s/ Dingshan Zhang | |
| --- | |
| Dingshan<br> Zhang | |
| President<br> (Principal Executive Officer) | |
| January<br> 22, 2021 |
EXHIBIT31.2
CERTIFICATION
I, Dingshan Zhang, certify that:
| 1. | I<br> have reviewed this report on Amendment No. 2 to Form 10-K of Achison Inc; |
|---|---|
| 2. | Based<br> on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary<br> to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect<br> to the period covered by this report; |
| 3. | Based<br> on my knowledge, the financial statements, and other financial information included in this report, fairly present in all<br> material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods<br> presented in this report; |
| 4. | The<br> registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and<br> procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: |
| a. | designed<br> such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,<br> to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to<br> us by others within those entities, particularly during the period in which this report is being prepared; |
| --- | --- |
| b. | designed<br> such internal control over financial reporting, or caused such internal control over financial reporting to be designed under<br> our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial<br> statements for external purposes in accordance with generally accepted accounting principles; |
| c. | evaluated<br> the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions<br> about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based<br> on such evaluation; and |
| d. | disclosed<br> in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s<br> most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially<br> affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting. |
| 5. | The<br> registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control<br> over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors<br> (or persons performing the equivalent functions): |
| --- | --- |
| a. | all<br> significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which<br> are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial<br> information; and |
| --- | --- |
| b. | any<br> fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s<br> internal control over financial reporting. |
| /s/ Dingshan Zhang | |
| --- | |
| Dingshan<br> Zhang | |
| Chief<br> Financial Officer | |
| January<br> 22, 2021 |
EXHIBIT32.1
CERTIFICATIONPURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
PURSUANTTO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the report of Achison Inc (the “Company”) on Amendment No. 2 to Form 10-K for the period ending March 31, 2020 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned, in the capacities and on the dates indicated below, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:
| (1) | The<br> Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
|---|---|
| (2) | The<br> information contained in the Report fairly presents, in all material respects, the financial condition and results of operations<br> of the Company. |
| /s/ Dingshan Zhang | |
| --- | |
| Dingshan<br> Zhang | |
| President<br> (Principal Executive Officer) | |
| January<br> 22, 2021 | |
| /s/ Dingshan Zhang | |
| Dingshan<br> Zhang | |
| Chief<br> Financial Officer | |
| January<br> 22, 2021 |