AAQL 8-K
Antiaging Quantum Living Inc. (AAQL)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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of the Securities Exchange Act of 1934
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Securities registered pursuant to Section 12(b) of the Act: None
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| N/A | N/A | N/A |
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 6, 2024, the holders of a majority of the issued and outstanding voting securities of Antiaging Quantum Living Inc (the “Company”) approved, by written consent, an amendment to its Certificate of Incorporation of the Company to increase in the number of authorized shares of common stock of the Company from thirty million (30,000,000) shares of common stock, par value $0.001 per share, to six billion (6,000,000,000) shares of common stock, par value $0.00001 per share (the “Authorized Capital Increase”). Upon the effectiveness of the Authorized Capital Increase, the shares of common stock will be categorized as follows: 1,200,000,000 Class A shares, 1,200,000,000 Class B shares, 1,200,000,000 Class C shares, 1,200,000,000 Class D shares, and 1,200,000,000 Class E shares.
On June 6, 2024, the Certificate of Amendment to the Certificate of Incorporation (the “Amendment”) was filed with New York State Department effectuating the Authorized Capital Increase. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the text of the Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Number | Description | |
| 3.1 | Certificate of Amendment to the Certificate of Incorporation | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| 2 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
June 21, 2024
| ANTIAGING QUANTUM LIVING, Inc. | ||
| /s/ Barry Wan | ||
| By: | Barry Wan | |
| Title: | President | |
| 3 |
Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
Antiaging Quantum Living Inc.
Under Section 805 of the Business Corporation Law
FIRST: The name of the corporation is Antiaging Quantum Living Inc..
SECOND: The date of filing of the Certificate of Incorporation with the Department of State is December 29, 2014.
THIRD: The Certificate of Incorporation is hereby amended to effect the following change:
To increase the shares of stock the corporation has authority to issue in paragraph Fourth of the Certificate of Incorporation from 30,000,000 shares at par value $0.001 to 6,000,000,000 shares at par value $0.00001 that the corporation has authority to issue all 6,000,000,000 shares are issued, as a result there are no unissued shares. These shares will be categorized into 1,200,000,000 Class A shares, 1,200,000,000 Class B shares, 1,200,000,000 Class C shares, 1,200,000,000 Class D shares, and 1,200,000,000 Class E shares. The ratio of change of the issued 30,000,000 shares par value $0.001 into the 6,000,000,000 shares par value $0.00001 will be on a 1 to 200 share basis.
As a result of this amendment paragraph Fourth of the Certificate of Incorporation will now read as follows:
FOURTH: The aggregate number of shares which the corporation shall have the authority to issue is 6,000,000,000 shares at par value $0.00001. These shares are categorized into 1,200,000,000 Class A shares, 1,200,000,000 Class B shares, 1,200,000,000 Class C shares, 1,200,000,000 Class D shares, and 1,200,000,000 Class E shares.
FOURTH: The certificate of amendment was authorized by the vote of the board of directors followed by the unanimous written consent of the holders of all outstanding shares.
| X: | |
| Barry Wan, Chief Executive Officer |
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
Antiaging Quantum Living Inc.
Under Section 805 of the Business Corporation Law
Filed by:
Barry Wan
133-27 39th Ave, Ths #PH2A
Flushing
NY 11354, New York