Antiaging Quantum Living Inc. - Quarter Report: 2019 June (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 June 30, 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)

11354

(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 June 30,2019, 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	4
	Statements of Cash Flows	5
	Notes to Financial Statements	6
Item 2	Management's Discussion and Analysis of Financial Condition and Results of Operation	10
Item 3	Quantitative and Qualitative Disclosures About Market Risk	13
Item 4	Controls and Procedures	13

	PART II - OTHER INFORMATION

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

SIGNATURES

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

Item 1. Financial Statements

ACHISON INC. (UNAUDITED)

FINANCIAL STATEMENTS

AS OF JUNE 30, 2019

ACHISON INC. (UNAUDITED)
CONSOLIDATED BALANCE SHEET
AS OF JUNE 30, 2019 AND MARCH 31, 2019

ASSETS

	June 30, 2019			March 31, 2019
Current Assets:
Cash and cash equivalents	$	8,706		$	6,092
Short Term Investments		3,151			13,724
Deferred Tax		10,337			10,337

Total current assets		22,194			30,153

Other Assets:
Notes Receivable		35,100			35,100

Total Other Assets		35,100			35,100

TOTAL ASSETS	$	57,294		$	65,253


LIABILITIES AND STOCKHOLDER'S EQUITY

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

Total Current Liabilities		12,166			12,166


Stockholder's Equity:
Common Stock: 0.001 Par Value; 9,990,000 Shares Authorized;
9,990,000 share issued and outstanding		9,990			9,990
Additional paid-in capital		39,035			39,035
Retained Earnings (Deficit)		(3,897	)		4,062
Total Stockholder's equity		45,128			53,087

Total Liabilities and Stockholder's Equity	$	57,294		$	65,253

ACHISON INC. (UNAUDITED)
CONSOLIDATED COMPARATIVE STATEMENT OF REVENUES AND EXPENSES
FOR THE PERIOD ENDED JUNE 30, 2019 AND 2018



	April 1, 2019 - June 30, 2019			April 1, 2018 - June 30, 2018

Revenues:
Realized Gain (loss) from Investments	$(1,889)			$28,689
Trading Commissions	—			—
Interest Income	1			626
Unrealized Gain (loss) from Investments	—			(6,406)
Less: (Fee and commission expense)	(14)			(300)

Net Profit (loss)	(1,902)			22,609

Expenses:
Bank Service Charges		71			109
Franchise Tax, Licenses & Permits		1,951			25
Custody Expenses		35			—
Legal & Professional		4,000			6,275

Total Expenses		6,057			6,409

Excess of Revenues over Expenses before Taxes	$	(7,959	)	$	16,200

Provision for Taxes
Federal Tax		—
NY State Tax		—			—
NYC Tax		—			—

Net Income (Loss)	$	(7,959	)	$	16,200

ACHISON INC. (UNAUDITED)
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY
AS OF SEPTEMBER 30, 2016
FOR THE PERIOD FROM APRIL 01, 2019 TO JUNE 30, 2019

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

Add: Net (Loss) for the period from April 01, 2019 to June 30, 2019		(7,959	)

Add: Additional paid-in capital from April 01, 2019 to June 30, 2019

Stockholder's Equity - June 30, 2019	$	45,128

ACHISON INC. (UNAUDITED)
CONSOLIDATED COMPARATIVE STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED FROM APRIL 1, 2019 TO JUNE 30, 2019 AND 2018


	April 1, 2019 - June 30, 2019			April 1, 2018 - June 30, 2018

Cash Flows From Operating Activities:

Net (Loss)	$	(7,959	)	$	16,200
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		10,573			(21,962	)
Deferred Taxes
Increase (decrease) in liabilities:
Accounts payables		—			—
Net cash provided by operating activities		2,614			(5,762	)

Cash Flows From Investing Activities:
Purchases of leasehold improvements		—
Long Term Investments		—
Net cash (used in) investing activities		—

Cash Flows From Financing Activities:
Notes Receivable		—			(9,000	)
Loans Payable		—			—
Capital stock		—			—
Additional paid-out capital		—			(24,000	)
Additional paid-in capital		—			49,100

Net cash (used by) financing activities		—			16,100

Net (decrease) in cash and cash equivalents		2,614			10,338

Cash and cash equivalents - Apr 01, 2018 and April 01, 2017		6,092			1,511

Cash and cash equivalents - March 31, 2019 and March 31, 2018	$	8,706		$	11,849


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

JUNE 30, 2019

NOTE 1.

ORGANIZATION AND BUSINESS ACTIVITIES

Achison Inc., the Company, incorporated in the State of New York on December 29, 2014, is currently engaged in trading in spot silver in Singapore market, investing in equity securities in the U.S. market and Whisky in the United Kingdom market.

Prior to September of 2017 the Company primarily engaged in trading spot gold and silver in Singapore Markets but has now recently opened a securities brokerage account with Wilson-Davis & Company located in Salt Lake City, Utah through which they purchase and sell U.S. equity securities. The Company no longer intends to engage in the trading of spot gold. Furthermore, the Company has engaged in the trading of crypto/digital currency, however has discontinued all trading in crypto currency as of the balance sheet date. 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 on March 29, 2016 through August 2017. Now the Company only trades in the spot silver in Singapore market and U.S. equity securities. Additionally, the Company started to trade in Whisky in the UK markets starting September 30, 2018.

These accompanying consolidated financial statements of the Company is for the fiscal year from April 01, 2018 to March 31, 2019, the subsidiary, Linton, Inc. was acquired on July 20, 2018 and Achison Inc. owns 86.27% of the company and on March 07, 2019, all shares of Linton Inc. was sold to Lansdale Inc.

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.

AChison INC. (UNAUDITED)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2019

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.

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 June 30, 2019, the Company was liquid in its security positions.

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

AChison INC. (UNAUDITED)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2019

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 and a securities brokerage accounts with Wilson-Davis & Company located in Salt Lake City, Utah and Charles Schwab & Company. Additionally, the company has opened a Whisky trading in UK which holds some currency in USD these amounts are not FDIC insured. 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 June 30, 2019:

Cash in Bank and brokerage accounts $ 8,706

g. Revenue Recognition

The company recognizes capital gains and losses from the spot gold trading and the spot silver trading at the time it sells gold and silver from the trading in brokerage firms. Additionally, it recognizes unrealized gains and losses through adjustments to the fair market value at the end of each period. The change in fair market value is reported on the income statement under “Revenues” – “Unrealized Gain (loss) from investments”.

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 June 30, 2019.

NOTE 4.

SHORT TERM INVESTMENTS The Company considers all investments including the spot silver and marketable securities that can and will be sold within one year to be short term investments. Achison Inc. operated a trading account in Wilson-Davis & Company to trade U.S. equity securities, a trading account in Bullion Vault to trade spot silver and a Whisky trading account in the UK. Since those investments in the account can be sold online and can be traded anytime in near future as the Company's primary activity source, the Company treats the Wilson-Davis & Company, Bullion Vault and Whisky trading account as short term investments assets. As of June 30, 2019 the Short Term Investment holdings were as follows:

AChison INC. (UNAUDITED)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2019

Bullion Property (kg)	(Kg)	Valuation in $(USD)

Singapore Silver		$	0
Totals:		$	0

Other Investments			Valuation in $(USD)
Equities		$	0
Whisky Property (LPA)		$	151
Start Engine Crowdfunding Inc.		$	3,000
Totals:		$	3,151

NOTE 5.

STOCKHOLDER’S EQUITY

The Company has authorized 99,900,000,000 shares of common stocks with a par value of 0.0000001 per share. There Company issued 99,900,000,0000 Class A common shares on August 25, 2017. On November 9, 2017, the Company had made a 1-for-10,000 reverse stock split. Therefore, there are currently 9,990,000 shares of common stocks outstanding as of June 30, 2019. In the period from April 1, 2019 to June 30, 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.

NOTE 6.

RELATED PARTY TRANSACTIONS

The Company has been provided office space by its majority stockholder at no cost. Management determined that such cost is nominal and did not recognize the rent expense in its financial statements.

On November 21, 2016, Lansdale Inc. loaned $2,000 to Landbay Inc. for working capital purposes. The Company’s president, Mr. Wanjun Xie owns 40% of common stocks issued and outstanding of Lansdale Inc. and is also the president and CEO of that entity. It is a short term loan that bears no interest and will be paid back within 12 months. Since this is a short term loan, imputed interest need not be calculated as it is rendered immaterial.

On April 25, 2018 Lansdale Inc. gifted 15,000 shares of SMKC to Achison Inc.

On April 27, 2018 Lansdale Inc. gifted 20,000 shares of SMKC to Achison Inc.

On August 29, 2018 Lansdale Inc. gifted 15,000 shares of SMKC to Achison Inc.

On September 04, 2018, Lansdale Inc., loaned an additional $5,000 to Lansdale Inc. bearing 10% interest.

On March 07, 2019, the Company sold all 86,186,000 shares of Linton Inc. to Lansdale Inc.

On March 08, 2019, the Company loaned $8,600 to Lansdale Inc. bearing 10% interest.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

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

Achison Inc is engaging in trading the spot silver in Singapore Market, investing in equity securities in the U.S. market, and engaging in trading whisky in UK market.

The business that the Corporation is trading the spot silver was impacted by the international circumstances, and the business was impacted by the market's analysis and market's prediction of the Corporation:

(1). US dollar is appreciation; the international political situation is stable; a financial status and the economy status in some countries are good; deflation in some countries happen; the rate of US dollar is fall, demand exceed supply seriously, and so on, the price of silver will going down. This is the opportunity that the Corporation will buy and hold the spot silver.

(2). US dollar is depreciation; chaos caused by war; a volatile international political situation; a financial crisis in some countries; inflation in some countries; the rate of US dollar is raising, supply exceed demand seriously, and so on, the price of silver will going up. This is the opportunity that the Corporation will sell its spot silver, and gain profits.

(3). We don't consider these to be a known trend or uncertainty that our reasonable expect will have a material impact on the company's liquidity, capital resources or results of operations.

The Corporation is engaging in trading securities in US market, the competitions are the price's compitition of the stocks.

The following factors will impact the price of the stocks:

(1). The factors of companies will impact price of an individual stocks, the factors include the operating conditions and the financial condition of the company;

(2). The economic factors of USA will impact the price of the stocks, the factors include the interest rate level, the exchange rate level, the international incomes and expenses, the real terms, the economic circle, the economic index, the ecominc policies.

(3). The political infactors will impact the price of the stocks, the infactors include the political situation, the political accidents, the diplomatic relations and the party in power changed.

The Corporation is engaging in trading whisky in UK market. the competitions are the price's compitition of the stocks.

The follow factors will impact the price of whisky in UK market:

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

(2). The demanment and supplement relationship will impact the price of the whisky;

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

We tried to reduce the risk when we were trading the spot silver, whisky and securities:

(1). We will always keep enough cash in our trading account to against the risk factors.

(2). We won't use a leverage trading, a margin trading or a financial trading. We will always to use the own funds of the Corporation to trade the spot silver, whisky and securities.

(3). We assume that the Risk Factors will happen at any time, but we try to reduce any risks when we are in trading the spot silver, whisky and securities.

(4). When the Corporation will become a middle capital company and a big capital company, We will carry on the diversified investment to reduce the risk

Primary Sources of Revenues

The primary sources of revenues of the Corporation were trading income and other incomes.

Primary Expenses

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

Components of Results of Operations

Revenue

Trading income: The primary incomes of the Corporation were trading the spot silver, whisky and securities.

Cost of Revenue and Operating Expenses

Cost of revenue: The cost of revenue was the trading fees, the professional fees and the bank fees.

Professional expenditure: The professional expenses include the auditing fees, accounting fees and XBRL servicing fees.

Results of Operations

Full Qauter

We discuss the financial condition, changes in financial condition and results of operations of the Corporation since April 1, 2019 to June 30, 2019.

Liquidity and Capital Resources

Our capital resources were the investment from the capital stock sold, the fund granted and the loan without interest of owner and affiliates, and income from its operations.

Our Capital Resources sources were our cash and cash equivalents. Cash and cash equivalents were $8,706 as of June 30, 2019.

Cash Provided by Operating Activities

$10,573 cash was invested in trading the spot silver, whisky and securities as of June 30, 2019.

Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangements as of June 30, 2019.

Contractual Obligations

The Corporation didn't have any contractual obligations as of June 30, 2019.

Obligations or Liabilities

The total obligations or liabilities (including contingent obligations or liabilities) of the Corporation was $2,000 as of June 30, 2019.

Contingencies

The Corporation didn't have any contingencies as of June 30, 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 June 30, 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 June 30, 2019.

Item 1A. Risk Factors

We have disclosured all 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

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: June 30, 2019