10-Q/A
Antiaging Quantum Living Inc. (AAQL)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
Washington,D.C. 20549
FORM10-Q/A
AmendmentNo. 2
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OFTHE SECURITIES EXCHANGE ACT OF 1934
Forthe quarterly period ended June 30, 2020
or
[ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OFTHE SECURITIES EXCHANGE ACT OF 1934
Forthe transition period from ______ to ______
CommissionFile Number 000-56157
AchisonInc
(Exact name of registrant as specified in its charter)
| New York | 47-2643986 |
|---|---|
| (State<br> or Other Jurisdiction | (I.R.S.<br> Employer |
| of<br> Incorporation or Organization) | Identification<br> No.) |
135-22Northern Blvd., 2nd Fl
Flushing,NY 11354
(Address of Principal Executive Offices) (Zip Code)
(917)470-5393
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act: None.
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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Securities registered pursuant to Section 12(b) of the Act: None
| 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. [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
As of August 3, 2020, the registrant had 29,995,000 shares of Class A common stock outstanding.
EXPLANATORYNOTE
This Amendment No. 2 to Achison Inc’s (the “Company”) Form 10-Q for the period ended on June 30, 2020, originally filed with the Securities and Exchange Commission on August 4, 2020 and Form 10-Q/A filed on October 7, 2020 (collectively the “Quarterly Report”), is being filed for the purpose of correcting the nomenclature of the common stock by revising the Company’s Balance Sheets as of June 30, 2020 and March 31, 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 Quarterly Report, filed on August 4, 2020 and October 7, 2020, remains unchanged.
ACHISONINC
UNAUDITEDCONDENSED BALANCE SHEET
ASOF JUNE 30, 2020 AND MARCH 31, 2020
| March 31, | |||||
|---|---|---|---|---|---|
| 2020 | |||||
| ASSETS | |||||
| CURRENT ASSETS | |||||
| Cash and cash equivalents | 50,901 | $ | 61,471 | ||
| Notes receivable, net | 52,800 | 70,000 | |||
| Total Current Assets | 103,701 | 131,471 | |||
| TOTAL ASSETS | 103,701 | $ | 131,471 | ||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||
| NONCURRENT LIABILITIES: | |||||
| Shareholder loans | 71,000 | $ | 71,000 | ||
| Total NonCurrent Liabilities | 71,000 | 71,000 | |||
| Total liabilities | 71,000 | $ | 71,000 | ||
| Commitment and contingencies (Note 4) | |||||
| STOCKHOLDERS’ EQUITY: | |||||
| Class A Common stock (0.001 par value, 30,000,000 shares authorized, 29,995,000 shares issued and outstanding as of June 30, 2020 and March 31, 2020) | 29,995 | 29,995 | |||
| Additional Paid in Capital | 160,230 | 160,230 | |||
| Accumulated Deficit | (157,524 | ) | (129,754 | ) | |
| Total Stockholders’ Equity | 32,701 | 60,471 | |||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | 103,701 | $ | 131,471 |
All values are in US Dollars.
Item6. Exhibits
* Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| ACHISON INC | ||
|---|---|---|
| Date: | January<br> 22, 2021 | /s/ Dingshan Zhang |
| Dingshan<br> Zhang, President | ||
| (Principal<br> Executive Officer) | ||
| Date: | January<br> 22, 2021 | /s/ Dingshan Zhang |
| Dingshan<br> Zhang, Chief Financial Officer | ||
| (Principal<br> Financial and Accounting Officer) |
EXHIBIT31.1
CERTIFICATION
I, Dingshan Zhang, certify that:
| 1. | I<br> have reviewed this report on Amendment No. 2 to Form 10-Q 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-Q 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-Q for the period ending June 30, 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 |