Antiaging Quantum Living Inc. - Quarter Report: 2019 December (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________

FORM 10-Q

_________________

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2019

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to ______

Commission File Number 333-211051

_________________

Achison Inc

(Exact name of registrant as specified in its charter)

_________________

New York		47-2643986
(State or Other Jurisdiction		(I.R.S. Employer
of Incorporation or Organization)		Identification No.)

135-22 Norhern Blvd., 2nd Fl

Flushing, NY 11354

(Address of Principal Executive Offices) (Zip Code)

(917) 470-5393

(Registrant’s telephone number, including area code)

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 ☒ 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 ☒ 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.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	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☐

As of December 31,2019, the registrant had 9,990,000 shares of Class A common stock outstanding.

TABLE OF CONTENTS

		PAGE

	Note about Forward-Looking Statements	2

	PART I - FINANCIAL INFORMATION	3

Item 1	Financial Statements	3
	Balance Sheets	3
	Comparative Statements of Revenues and Expenses	4
	Statements of Changes in Stockholders' Equity	6
	Statements of Cash Flows	7
	Notes to Financial Statements	8
Item 2	Management's Discussion and Analysis of Financial Condition and Results of Operation	11
Item 3	Quantitative and Qualitative Disclosures About Market Risk	11
Item 4	Controls and Procedures	11

	PART II - OTHER INFORMATION

Item 1	Legal Proceedings	14
Item 1A	Risk Factors	14
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	15
Item 3	Defaults Upon Senior Securities	15
Item 4	Mine Safety Disclosures	15
Item 5	Other Information	15
Item 6	Exhibits	16

SIGNATURES		17

NOTE ABOUT FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Quarterly Report on Form 10-Q other than statements of historical fact, including statements regarding our future results of operations and financial position, our business strategy and plans, and our objectives for future operations, are forward-looking statements. The words "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in Part II, Item 1A, "Risk Factors" in this Quarterly Report on Form 10-Q. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this Quarterly Report on Form 10-Q may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

Unless expressly indicated or the context requires otherwise, the terms "Achison," "company," "we," "us," and "our" in this document refer to Achison, Inc., a New York corporation.

PART I: FINANCIAL INFORMATION

ACHISON INC. (UNAUDITED)
CONSOLIDATED BALANCE SHEET
AS OF December 31, 2019 AND MARCH 31, 2019

ASSETS

	Dec 31, 2019			March 31, 2019
Current Assets:
Cash and cash equivalents	$	81,685		$	6,092
Short Term Investments		3,000			13,724
Deferred Tax		10,337			10,337

Total current assets		95,022			30,153

Property and Equipment:
Billboard		100,000			—

Less: Accumulated depreciation		—

Total Property and Equipment, net		100,000

Other Assets:
Notes Receivable		87,100			35,100

Total Other Assets		87,100			35,100

TOTAL ASSETS	$	282,122		$	65,253

LIABILITIES AND STOCKHOLDER'S EQUITY

Current Liabilities:
Accounts Payable	$	—		$	—
Taxes Payable		—			12,166
Loans		—			—

Total Current Liabilities		—			12,166

Stockholder's Equity:
Common Stock: 0.01 Par Value; 30,000,000 Shares Authorized;
20,010,000 share issued and outstanding		210,090			9,990
Additional paid-in capital		75,061			39,035
Retained Earnings (Deficit)		(3,029	)		4,062
Total Stockholder's equity		282,122			53,087

Total Liabilities and Stockholder's Equity	$	282,122		$	65,253

ACHISON INC. (UNAUDITED)
CONSOLIDATED COMPARATIVE STATEMENT OF REVENUES AND EXPENSES
FOR THE PERIOD ENDED December 31, 2019 AND 2018


	April 1, 2019 - Dec 31, 2019			April 1, 2018 - Dec 31, 2018

Revenues:
Realized Gain (loss) from Investments	$	(35,924	)	$	69,749
Trading Commissions		—			—
Interest Income		1			2,127
Unrealized Gain (loss) from Investments		—			(22,174	)
Services		71,000			—
Less: (Fee and commission expense)		(1,326	)		(711	)

Net Profit (loss)		(33,751	)		48,911

Expenses:
Bank Service Charges		157			357
Franchise Tax, Licenses & Permits		3,288			713
Custody Expenses		36			197
Legal & Professional		35,251			38,936

Total Expenses		38,732			40,203

Excess of Revenues over Expenses before Taxes	$	(4,981	)	$	8,788

Provision for Taxes
Federal Tax		—			3,472
NY State Tax		—			1,074
NYC Tax		—			1,463

Net Income (Loss)	$	(4,981	)	$	2,779

ACHISON INC. (UNAUDITED)
CONSOLIDATED STATEMENT OF REVENUES AND EXPENSES
FOR THE THREE MONTHS ENDED December 31, 2019


	July 01, 2019 to December 31, 2019

Revenues:
Realized Gain (loss) from Investments	$	(34,035	)
Trading Commissions		—
Interest Income		—
Unrealized Gain (loss) from Investments		—
Services		36,000
Less: (Fee and commission expense)		(1,005	)

Net Profit (loss)		960

Expenses:
Bank Service Charges		60
Franchise Tax, Licenses & Permits		1,337
Custody Expenses		—
Legal & Professional		6,958

Total Expenses		8,355

Excess of Revenues over Expenses before Taxes		(7,395	)

Provision for Taxes
Federal Tax
NY State Tax
NYC Tax

Net Income (Loss)	$	(7,395	)

ACHISON INC. (UNAUDITED)
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY
AS OF December 31, 2016
FOR THE PERIOD FROM APRIL 01, 2019 TO December 31, 2019

Stockholder's Equity - April 01, 2019	$	53,087

Add: Net (Loss) for the period from April 01, 2019 to December 31, 2019		(4,981	)

Add: Common Stock for the period from April 01, 2018 to December 31, 2019		200,100

Add: Additional paid-in capital from April 01, 2019 to December 31, 2019		33,916


Stockholder's Equity - December 31, 2019	$	282,122

CONSOLIDATED COMPARATIVE STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED FROM APRIL 1, 2019 TO December 31, 2019 AND 2018


	April 1, 2019 - Dec 31, 2019			April 1, 2018 - Dec 31, 2018

Cash Flows From Operating Activities:

Net (Loss)	$	(4,981	)	$	2,779
Adjustments to reconcile excess of revenue over expenses to net cash provided by
operating activities:
Depreciation		—			—
(Increase) decrease in assets:
Accounts receivables		—			—
Short-Term Investments		10,724			(22,092	)
Deferred Taxes
Increase (decrease) in liabilities:
Accounts payables		(12,166	)		14,161
Deferred taxes		—			(8,151	)
Net cash provided by operating activities		(6,423	)		(13,303	)

Cash Flows From Investing Activities:
Fixed Assets - Billboard		(100,000	)
Net cash (used in) investing activities		(100,000	)

Cash Flows From Financing Activities:
Notes Receivable		(52,000	)		(12,200	)
Loans Payable		—			(2,000	)
Capital stock		200,100			1,371
Additional paid-out capital		—			—
Additional paid-in capital		33,916			27,760

Net cash (used by) financing activities		182,016			14,931

Net (decrease) in cash and cash equivalents		75,593			1,628

Cash and cash equivalents - Apr 01, 2019 and April 01, 2018		6,092			1,511

Cash and cash equivalents - December 31, 2019 and December 31, 2018	$	81,685		$	3,130


SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

Cash paid during the period for:

Interest expense	$	—
Tax expense		—

AChison INC. (UNAUDITED)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2019

NOTE 1.

ORGANIZATION AND BUSINESS ACTIVITIES

Achison Inc., the Company, incorporated in the State of New York on December 29, 2014.

Prior to July of 2019 the Company primarily engaged in trading spot gold and silver in Singapore Markets, crypto currency and US equity stocks, currently, however, the Company currently engages only in internet advertising and has plans to acquire a vineyard to distribute and sell wines in the future. The Company’s activities are subject to significant risks and uncertainties.

NOTE 2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a. Basis of Presentation

The accompanying consolidated financial statements and its subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP).

The company was incorporated on December 29, 2014, and the Company started its operations to trade the spot gold and spot silver and as of July 01, 2019 it has changed its operations to internet advertising and has plans to acquire a vineyard to distribute and sell wines.

These accompanying financial statements of the Company is for the fiscal year from April 01, 2019 to December 31, 2019.

b. Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

c. Income Taxes

The Company is responsible for paying federal, state and local income tax and, accordingly, provisions are made for income taxes.

d. Fair Value of Financial Instruments

The Company's financial assets and liabilities are carried at fair value or are carried at amounts which approximate fair value as the market value of such items is not materially sensitive to shifts in market interest rates due to the limited term to maturity of these instruments.

NOTE 2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

The Company adopted SFAS No. 157, which defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, and expands disclosures about investments that are measured and reported at fair value. SFAS No. 157 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels explained below:

Level 1 Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments are not applied to Level 1 securities. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.

Level 2 Pricing inputs are other than used in Level 1 which include the closing bid price for unlisted marketable securities which are available in active or inactive markets for identical investments or liabilities, other direct or indirect observable inputs that can be corroborated by market data or the use of models or other valuation methodologies as of the reporting date. Investments which are generally included in this category include state and municipal obligations in an active or inactive market that are valued using observable inputs other than quoted prices.

Level 3 Pricing inputs are unobservable for the investment and include situations where there is little, if any, market activity for the investment. The inputs into the determination of fair value require significant management judgment or estimation. Investments that are included in this category generally include state and municipal obligations which are in an inactive market and valued utilizing risk assumptions based on unobservable inputs.

Unrealized gains and losses are included in earnings and are reported in the Statement of Income as a component of other income and losses. Generally, for all trading securities, fair value is determined by reference to quoted market prices and other relevant information generated by market transactions.

As at December 31, 2019, the Company did not hold any investment securities.

e. Basis of measurement

The financial statements have been prepared on the historical cost basis, except for the following material items in the statement of financial position:

· All short-term investments including spot gold, spot silver and equity securities are considered Trading Securities

· Short-term investments at fair value through gains or losses are measured at fair value

NOTE 2.

f. Cash and Cash Equivalents

The financial statements are presented in US dollar, which is the Company’s functional currency. Cash and cash equivalents include cash on hand; cash in banks and brokerage accounts and all highly liquid investments with maturity of three months or less at the time purchase.

The Company maintains its cash balance at a financial institution located in New York. Cash account at the New York institution are insured by the Federal Deposit Insurance Corporation up to $250,000. At times during the year, the cash balances may exceed the FDIC insurance limits. The following is a schedule of cash and cash equivalents at the year ended on December 31, 2019:

Cash in Bank and brokerage accounts $81,865.

g. Revenue Recognition

The Company recognizes revenues when earned.

NOTE 3.

EARNINGS PER SHARE

Net loss per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period. There were no potentially dilutive shares outstanding as of December 31, 2019.

NOTE 4.

NOTE 5.

NOTE 6.

SHORT TERM INVESTMENTS

The Company has liquidated most of it’s short term investments as of December 31, 2019 and has recognized the losses on it’s statement of revenues and expenses. Only $3,000 investment in Start Engine Crowdfunding Inc. exists as of December 31, 2019 at cost value.

STOCKHOLDER’S EQUITY

The Company has authorized 30,000,000 shares of common stocks with a par value of 0.01 per share. The Company has issued and outstanding 20,010,000 Class A common shares as of December 31, 2019. In the period from April 1, 2019 to December 31, 2019, the Company didn't issue any stock types, options and warrants; the Company didn't have any share-based compensation, related to employee share-based awards, Tax benefit from share-based award activities.

RELATED PARTY TRANSACTIONS

On September 09, 2019, Achison Inc. has issued 10,010,000 class A Common shares to Dazhong 368 Inc., Mr. Dingshan Zhang is the CEO of Achison Inc. and is also the CEO and 100% owner of Dazhong 368 Inc.

On September 09, 2019 Achison Inc. has issued 10,000,000 class A common shares to Sophia 33, Inc. Mr. Dingshan Zhang is also the CEO and 100% owner of Sophia 33, Inc.

Item 2

Management's Discussion and Analysis of Financial Condition and Results of Operation

The following discussion and analysis should be read in conjunction with the financial statements of Achison Inc., and the related notes included elsewhere in this statement. The historical financial data discussed below reflects the historical results and financial position of Achison Inc. In addition, this discussion and analysis contains forward looking statements and involves numerous risks and uncertainties, including those described under "Cautionary Note Regarding Forward-Looking Statement" and "Risk Factors". Actual results may differ materially from those contained in any forward looking statements.

Overview

Industry Environment

The businesses of the Corporation:

(1). Engaging in running the internet advertising net.

(2). Engaging in running vineyard, sell and store wines.

Engaging in running the internet advertising net:

(1). The website is http://dazhong368.com

(2). The website is a Chinese website, and it will service the Chinese communities in USA.

(3). Almost visitors are free to post their advertisements in our website, but they can increase the click rate for our website.

(4). Some customers will pay to publish their advertisement. This is our income resource of our internet advertising businesses.

Engaging in running vineyard, sell and store wines:

(1). We will be looking for one or more good vineyards to purchase.

(2). We will make a contract with a management service company, entrust them to manage our vineyards. Now, we don’t confirm which management service company we will choice to manage our vineyards.

(3). We will arrange wineries which will make wines for us. Now, we don’t confirm which factories we will choice to make wines for us.

(4). We will own our wines’ storages in our vineyards, to store our wines for long time.

(5). After we will get some license or permit which federal government or local governments request, then we will sell our wines in US market.

Describe the industry in which we are participating:

(1). The internet advertising market is huge market. The competition in the market is very intense, but there are more businesses opportunities and innovating opportunities in the internet market.

(2). A lot of grapes can be planted in some vineyards. Grapes are agricultural products. Grapes can be used to make wines. Wines can be sold in markets or be stored in its storages. If the wines won’t be damaged or go bad, almost its value can be increased year after year. Wines can be sold in the US market or the international market. Many factors can affect the price of wines.

The Corporation is engaging in selling wines in US market. the competitions are the price's competition of wines. The follow factors will impact the price of wines in US market:

(1). The type and age will impact the price of wines;

(2). The demand and supply relationship will impact the price of the wines;

(3). The expenses for custody and insured will impact the price of the wines.

The trends within industry which we are participating:

The supply-demand relationships, the aged, the quality and the markets will affect the price of wines. The price trends of wines are going up.

Set forth the timing and size of results of our efforts which will be necessary in order for us to be profitable:

In order for the Corporation to be profitable, we will study the supply-demand relationships, the products quality, the US market’s environment and the internationals market’s environment.

We anticipate that we can be profitable within 12 months after we will purchase our first vineyard.

Primary Sources of Revenues

The primary sources of revenues of the Corporation were the internet advertising service income and other incomes.

Primary Expenses

The primary expenses are the internet managing expenditure, the professional expenditure and the bank fees.

Components of Results of Operations

Revenue

The internet advertising service income: The primary incomes of the Corporation were internet advertising service income.

Cost of Revenue and Operating Expenses

Cost of revenue: The cost of revenue was the internet managing expenditure, the professional fees and the bank fees.

Professional expenditure: The professional expenses include the auditing fees, accounting fees and reporting service fees.

Results of Operations

Full Quarter

We discuss the financial condition, changes in financial condition and results of operations of the Corporation since October 1, 2019 to December 31, 2019.

Liquidity and Capital Resources

Our capital resources were the investment from the capital stock sold, the fund granted and the loan of owner and affiliates, and income from its operations.

Our Capital Resources sources were our internet advertising net and our cash and cash equivalents. Cash and cash equivalents were $81,685 as of December 31, 2019.

Cash Provided by Operating Activities

$(6,423) cash was provided by operation activities as of December 31, 2019.

Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangements as of December 31, 2019

Contractual Obligations

The Corporation didn't have any contractual obligations as of December 31, 2019

Obligations or Liabilities

The total obligations or liabilities (including contingent obligations or liabilities) of the Corporation was $0 as of December 31, 2019

	Contingencies The Corporation didn't have any contingencies as of December 31, 2019 Material Favorable Impact on Net Revenues or Income The Corporation didn't have any material favorable impact on net revenues or income as of December 31, 2019 Inflation and Other Changes in Prices The inflation and other changes in prices didn't impact the Corporation's net revenues and income from continuing operations.
Item 3	Quantitative and Qualitative Disclosures About Market Risk
	We have disclosured all market risks, including changes to foreign currency exchange rates, interest rates, and inflation.
Item 4	Controls and Procedures
	It isn't applicable.
	PART II - OTHER INFORMATION

Item 1	Legal Proceedings
	The Corporation didn't have any legal proceedings as of December 31, 2019
Item 1A	Risk Factors
	We have made all disclosure for risk factors.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None

Item 4. Mine Safety Disclosures

It isn't applicable.

Item 5. Other Information

None.

Item 6. Exhibits

Exhibit Number		Description
31.1		Certification of Chief Executive Officer pursuant to the Securities Exchange Act Rules 13a-14(a) and 15d-14(a)
31.2		Certification of Chief Financial Officer pursuant to the Securities Exchange Act Rules 13a-14(a) and 15d-14(a)
32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350
32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350

101.INS		XBRL Instance Document.
101.SCH		XBRL Taxonomy Extension Schema Document.
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document.

* Amended!

** Filed previously

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.

Registrant:	Achison Inc.
	By: /s/ Dingshan Zhang
	President, On behalf of Achison Inc (Chief Executive Officer)
	Date: December 31, 2019