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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 10-K

 

 

 

ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended: March 31, 2023

 

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

 

Antiaging Quantum Living Inc.

(Exact name of small business issuer as specified in its charter)

 

New York   47-2643986

(State or other jurisdiction

of incorporation)

 

(IRS Employer

Identification No.)

 

1345 Avenue of the Americas 33rd Floor

New York, NY 10105

 

917-470-5393

(Registrant’s telephone number, including area code)

 

N/A

(Former name, former address and former fiscal year, if changed since last report)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Not Applicable   Not Applicable   Not Applicable

 

Securities registered pursuant to Section 12(g) of the Act: Class A Common Stock

 

Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No

 

Indicate by check mark whether the issuer is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes ☐ No

 

Indicate by check mark 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 ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes ☒ No ☐

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not 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 ☐ No

 

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 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

 

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

 

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

 

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, 2022, was $146,268.

 

Number of shares outstanding of each of the issuer’s classes of common stock on July 13, 2023: Class A Common Stock: 29,995,000.

 

 

 

 

 

TABLE OF CONTENTS

 

Note About Forward-Looking Statements   3
       
PART I    
       
Item 1. Business   3
       
Item 1A. Risk Factors   4
       
Item 1B. Unresolved Staff Comments   4
       
Item 2. Properties   4
       
Item 3. Legal Proceedings   4
       
Item 4. Mine Safety Disclosures   4
       
PART II    
       
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities   5
       
Item 6. Selected Financial Data   6
       
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations   6
       
Item 7A. Quantitative and Qualitative Disclosures About Market Risk   7
       
Item 8. Financial Statements and Supplementary Data   7
       
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure   8
       
Item 9A. Controls and Procedures   8
       
Item 9B. Other Information   9
       
PART III    
       
Item 10. Directors, Executive Officers and Corporate Governance   9
       
Item 11. Executive Compensation   11
       
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters   12
       
Item 13. Certain Relationships and Related Transactions, and Director Independence   13
       
Item 14. Principal Accounting Fees and Services   13
       
PART IV    
       
Item 15. Exhibits, Financial Statement Schedules   14
       
Signatures   15

 

 2 

 

 

NOTE ABOUT FORWARD-LOOKING STATEMENTS

 

The information contained in this Report includes some statements that are not purely historical and that are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and as such, may involve risks and uncertainties. These forward-looking statements relate to, among other things, expectations of the business environment in which we operate, perceived opportunities in the market and statements regarding our mission and vision. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. You can generally identify forward-looking statements as statements containing the words “anticipates,” “believes,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “might,” “plans,” “possible,” “potential,” “predicts,” “projects,” “seeks,” “should,” “will,” “would” and similar expressions, or the negatives of such terms, but the absence of these words does not mean that a statement is not forward-looking.

 

Forward-looking statements involve risks and uncertainties that could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements. The forward-looking statements contained herein are based on various assumptions, many of which are based, in turn, upon further assumptions. Our expectations, beliefs and forward-looking statements are expressed in good faith on the basis of management’s views and assumptions as of the time the statements are made, but there can be no assurance that management’s expectations, beliefs or projections will result or be achieved or accomplished.

 

In addition to other factors and matters discussed elsewhere herein, the following are important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements: technological advances, impact of competition, dependence on key personnel and the need to attract new management, effectiveness of cost and marketing efforts, acceptances of products, ability to expand markets and the availability of capital or other funding on terms satisfactory to us. We disclaim any obligation to update forward-looking statements to reflect events or circumstances after the date hereof.

 

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

Item 1. Business

 

History and Overview

 

Achison Inc, subsequently underwent a name change to Antiaging Quantum Living Inc (the “Company”) is a New York corporation formed on December 29, 2014. Our current principal executive office is located 1345 Avenue of the Americas, New York, New York, 10105. Tel: 917-470-5393

 

On July 1, 2019 Lansdale Inc, the principal stockholder of the Company (“Seller”) and controlled by the Company’s prior President, Mr. Wanjun Xie, entered into a Stock Purchase Agreement (the “Agreement”) with Dazhong 368 Inc, (the “Buyer”), pursuant to which, among other things, Seller agreed to sell to the Buyer, and the Buyer agreed to purchase from Seller, a total of 9,000,000 shares of Class A Common Stock of the Company of record and beneficially by Seller. The Purchased Shares represented approximately 90% of the Company’s issued and outstanding shares of Class A Common Stock, resulting in a change of the control of the Company. Mr. Dingshan Zhang was appointed as the President and CEO of the Company at the same date.

 

 3 

 

 

Prior to the change of the management team, the Company was engaging in holding or trading securities in the US market, trading spot silver in Singapore’s market as well as to trade whisky in the UK market. The Company has changed its focus to operate online advertising business through www.dazhong368.com (the “Website”) in the New York area.

 

The Website was established by Mr. Zhang in 2014 which is mainly focused on customers in the Greater New York area. The Website advertises different markets for professional individuals or companies including real estate, services, accounting, legal and so forth. We charge certain fees from these advertisements posted on our Website. The Company expects to generate revenue from the online advertising business and we also seek other profitable business at the same time.

 

On April 10, 2023, Mr. Barry Wan acquired control of 29,215,000 restricted shares of common stock (the “Purchased Shares”) of Achison Inc. (the “Company”, “us”, “we” or “our”), representing approximately 97% of the Company’s total issued and outstanding common stock (the “Common Stock”) from Dazhong 368 Inc and Sophia 33 Inc, two New York corporations controlled by the Company’s then President, Chief Executive Officer and sole director, Dingshan Zhang pursuant to the terms of a Stock Purchase Agreement by and among the parties thereto (the “Stock Purchase Agreement”). Pursuant to the Stock Purchase Agreement, Mr. Wan paid an aggregate purchase price of four hundred thousand dollars ($400,000.00) to Mr. Zhang in exchange for the Purchased Shares. The foregoing transaction resulted in a change of control of the Company, with Mr. Wan acquiring 97% of the Company’s outstanding Common Stock. Both before and after the transactions, the Company had 29,995,000 shares of its common stock outstanding.

 

In connection with the transaction, on April 10, 2023, Mr. Dingshan Zhang resigned from all positions he held with the Company. On April 10, 2023, Ms. Jing Wan was appointed by our majority shareholder as our Chief Executive Officer, Chief Financial Officer, President and Director. The Company plans to continue its existing operations through its website at www.dazhong368.com, which, since 2014, has provided online advertising to different individuals or companies operating in real estate, accounting, legal and other professional services in the New York City area. Its revenues are generated from advertising fees.

 

As of June 14, 2023, Antiaging Quantum Living Inc. became the new name for the Company.

 

Products and Services

 

Our current services will focus on the website development, maintenance and online business advertisement. Meanwhile, we will also search for different business opportunities to be acquired by the Company.

 

We will continue to improve our online platform in order to expand our customer base. The potential customer resource of our online advertising platform will be mainly from professional individuals and small companies that will use our platform to promote their services or products to their end-users.

 

Strategy

 

Our strategy is to target the small to medium-sized companies as well as the professional individuals that will use our Website to promote their products or services. Except to build up a customized ID card introduction for each of our customers, we will also help our customers to maintain their content information posted under their ID card introduction. We hope this one-stop service will better serve our potential customers.

 

Competitive Conditions

 

The online advertising industry is highly competitive, rapidly evolving and subject to constant technological change and intense marketing by providers with similar products and services.

 

A few of our competitors have substantially greater financial, technical and marketing resources, larger customer bases, longer operating histories, greater name recognition and more established relationships in the industry than we have. As a result, certain of these competitors may be able to adopt more aggressive pricing policies that could hinder our ability to market our services. We believe that our key competitive advantages are our ability to deliver reliable, high quality service in a cost-effective manner. We cannot provide assurances, however, that these advantages will enable us to succeed against comparable service offerings from our competitors

 

Item 1A. Risk Factors

 

Not applicable to smaller reporting companies

 

Item 1B. Unresolved Staff Comments

 

None

 

Item 2. Properties 

 

The Company owns no real estate. We maintained our corporate office at 135-22 Northern Blvd, 2nd Fl, Flushing, NY. Tel: 917-470-5393 before May 31, 2023. We currently maintain our corporate office at 1345 Avenue of the Americas 33rd Floor, New York, NY 10105 Tel: 917-470-5393. The President of the Company provides the office space at no cost.

 

Item 3. Legal Proceedings

 

None

 

Item 4. Mine Safety Disclosures

 

Not Applicable.

 

 4 

 

 

PART II

 

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 

Market Information

 

There has only been limited trading for the Company’s Class A common stock since it began trading on October 19, 2021. There is no assurance that an active trading market will ever develop or, if such a market does develop, that it will continue. The Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a “penny stock,” for purposes relevant to the Company, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require: (i) that a broker or dealer approve a person’s account for transactions in penny stocks and (ii) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased. In order to approve a person’s account for transactions in penny stocks, the broker or dealer must (i) obtain financial information and investment experience and objectives of the person and (ii) make a reasonable determination that the transactions in penny stocks are suitable for that person and that person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the Commission relating to the penny stock market, which, in highlight form, (i) sets forth the basis on which the broker or dealer made the suitability determination and (ii) that the broker or dealer received a signed, written agreement from the investor prior to the transaction. Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading, and about commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

 

Because of these regulations, broker-dealers may encounter difficulties in their attempt to buy or sell shares of our common stock, which may affect the ability of our shareholders to sell their shares in the secondary market and have the effect of reducing the level of trading activity in the secondary market. These additional sales practice and disclosure requirements could impede the sale of our common stock in the market place. In addition, the liquidity for our common stock may be decreased, with a corresponding decrease in the price of our common stock. Our shares are likely to be subject to such penny stock rules for the foreseeable future.

 

On June 3, 2021, our Class A common stock was listed for quotation on the OTC Markets under the symbol “ACHN”. The OTC Markets is a regulated quotation service that displays real-time quotes, last-sale prices, and volume information in over-the-counter equity securities. The OTC Markets securities are traded by a community of market makers that enter quotes and trade reports. This market is limited in comparison to the national stock exchanges and any prices quoted may not be a reliable indication of the value of our common stock.

 

On June 09, 2023, the closing price of our Class A common stock reported on the OTC Markets was $0.85 per share. The following table sets forth, for each of the quarterly periods indicated, the high and low sales prices of our common stock, as reported on the OTC Markets.

 

Year 2022  Low   High 
January 1 through March 31, 2022  $0.20   $0.51 
April 1 through June 30, 2022  $0.20   $0.41 
July 1 through September 30, 2022  $0.20   $0.25 
October 1 through December 31, 2022  $0.20   $0.21 

 

Year 2023  Low   High 
January 1 through March 31, 2023  $0.12   $0.29 
April 1 through June 09, 2023  $0.18   $0.85 

 

Holders

 

There are approximately 37 holders of the Company’s Class A Common Stock. This figure does not include holders of shares registered in “street name” or persons, partnerships, associates, corporations or other entities identified in security position listings maintained by depositories.

 

 5 

 

 

Dividends

 

We have not declared any cash dividends on our common stock since our inception and do not anticipate paying any dividends in the foreseeable future. We plan to retain future earnings, if any, for use in our business. Any decisions as to future payments of dividends will depend on our earnings and financial position and such other facts, as the Board of Directors deems relevant.

 

Securities Authorized under Equity Compensation Plans

 

We do not have any equity compensation plans.

 

Common Stock Currently Outstanding

 

As of June 30, 2023, 29,995,000 shares of Class A common stock were issued and outstanding.

 

Repurchases of Equity Securities

 

None

 

Reports to Stockholders

 

We are currently subject to the information and reporting requirements of the Securities Exchange Act of 1934 and will continue to file periodic reports, and other information with the SEC.

 

Transfer Agent

 

Dynamic Stock Transfer, Inc., 45 W. Easy Street, Suite 28, Simi Valley, CA 93065 is the registrar and transfer agent for the Company’s common stock.

 

Recent Sales of Unregistered Securities

 

None.

 

Additional Information

 

We are a reporting issuer, subject to the Securities Exchange Act of 1934. Our Quarterly Reports, Annual Reports, and other filings can be obtained from the SEC’s Public Reference Room at 100 F Street, NE., Washington, DC 20549, on official business days during the hours of 10 a.m. to 3 p.m. You may also obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330. The Commission maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Commission at http://www.sec.gov.

 

Item 6. Selected Financial Data

 

Not required under Regulation S-K for “smaller reporting companies.”

 

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

The following discussion of our results of operations and cash flows for the years ended March 31, 2023 and 2022, and financial conditions as of March 31, 2023, and 2022 should be read in conjunction with our consolidated financial statements and the related notes included elsewhere in this Form 10-K.

 

Overview

 

Achison Inc. (the “Company”) was incorporated under the laws of the State of New York on December 29, 2014.

 

 6 

 

 

On July 1, 2019, Lansdale Inc, the principal stockholder of the Company (“Seller”) and controlled by the Company’s prior President, Mr. Wanjun Xie, entered into a Stock Purchase Agreement (the “Agreement”) with Dazhong 368 Inc, (the “Buyer”), pursuant to which, a total of 9,000,000 shares of Class A common stock of the Company were transferred to the Buyer, representing approximately 90% of the Company’s issued and outstanding shares of Class A common stock, resulting in a change of the control of the Company. Mr. Dingshan Zhang was appointed as the President and CEO of the Company at the same date.

 

Prior to the change of the management team, the Company was engaging in holding or trading securities in the US market, trading spot silver in Singapore’s market as well as to trade whisky in the UK market. The Company has changed its focus to operate online advertising business through www.dazhong368.com (the “Website”) in the New York area.

 

The Website was established by Mr. Zhang in 2014 which is mainly focused on customers in the Greater New York area. The Website advertises different markets for professional individuals or companies including real estate, services, accounting, legal and so forth. We charge certain fees from these advertisements posted on our Website. The Company expects to generate revenue from the online advertising business and we also seek other profitable business at the same time.

 

On April 10, 2023, New Lite Ventures LLC, a New York company 100% controlled by Mr. Barry Wan, acquired control of 29,215,000 restricted shares of common stock (the “Purchased Shares”) of Achison Inc. (the “Company”, “us”, “we” or “our”), representing approximately 97% of the Company’s total issued and outstanding common stock (the “Common Stock”) from Dazhong 368 Inc and Sophia 33 Inc, two New York corporations controlled by the Company’s then President, Chief Executive Officer and sole director, Dingshan Zhang pursuant to the terms of a Stock Purchase Agreement by and among the parties thereto (the “Stock Purchase Agreement”). Pursuant to the Stock Purchase Agreement, Mr. Wan paid an aggregate purchase price of four hundred thousand dollars ($400,000.00) to Mr. Zhang in exchange for the Purchased Shares. The foregoing transaction resulted in a change of control of the Company, with Mr. Wan acquiring 97% of the Company’s outstanding Common Stock. Both before and after the transactions, the Company had 29,995,000 shares of its common stock outstanding.

 

In connection with the transaction, on April 10, 2023, Mr. Dingshan Zhang resigned from all positions he held with the Company. On April 10, 2023, Ms. Jing Wan was appointed by our majority shareholder as our Chief Executive Officer, Chief Financial Officer, President and Director, and then resigned on June 16, 2023. On June 16, 2023, Mr. Barry Wan was appointed by our board as our Chief Executive Officer, Chief Financial Officer, President and a Director. The Company plans to continue its existing operations through its website at www.dazhong368.com, which, since 2014, has provided online advertising to different individuals or companies operating in real estate, accounting, legal and other professional services in the New York City area. Its revenues are generated from advertising fees.

 

As of June 14, 2023, Antiaging Quantum Living Inc. became the new name for the Company.

 

Results of Operation for the years ended March 31, 2023 and 2022

 

During the years ended March 31, 2023 and 2022, the Company generated revenue in the amount of $13,600 and $7,400, respectively. The increase was mainly due to our online advertising business formally launched in the second half of year 2020. During the years ended March 31, 2023 and 2022, the Company incurred operating expenses of $50,230 and $51,310, respectively. The decrease was mainly due to the decrease in professional fees. For the years ended March 31, 2023 and 2022, our net loss was $36,630 and $43,436, respectively. The decrease in net loss was mainly due to the increase in revenue for the years ended March 31, 2023 compared to 2022.

 

Equity and Capital Resources

 

As of March 31, 2023, we had an accumulated deficit of $276,332. As of March 31, 2023, we had cash of $354 and negative working capital of $86,647, compared to cash of $14,269 and a negative working capital of $50,331 on March 31, 2022. The decrease in the working capital was primarily due to cash used to pay for operating expenses.

 

Going Concern Assessment

 

The Company demonstrates adverse conditions that raise substantial doubt about the Company’s ability to continue as a going concern. These adverse conditions are negative financial trends, specifically cash outflow from operating activities, operating losses, accumulated deficit and other adverse key financial ratios.

 

Management’s plan to alleviate the substantial doubt about the Company’s ability to continue as a going concern include attempting to improve its business profitability, its ability to generate sufficient cash flow from its operations and execute the business plan of the Company in order to meet its operating needs on a timely basis. However, there can be no assurance that these plans and arrangements will be sufficient to fund the Company’s ongoing capital expenditures and other requirements.

 

The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event that the Company cannot continue as a going concern.

 

Off-Balance Sheet Arrangements

 

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

 

Critical Accounting Policies

 

The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of America. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions included in footnote 2 of our financial statements is critical to an understanding of our financial statements.

 

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

 

Not required under Regulation S-K for “smaller reporting companies.”

 

Item 8. Financial Statements and Supplementary Data

 

Our audited financial statements are set forth in this Annual Report beginning on page F-3.

 

 7 

 

 

ANTIAGING QUANTUM LIVING INC (FKA: ACHISON INC)

 

INDEX TO FINANCIAL STATEMENTS

 

Report of Independent Registered Public Accounting Firm (PCAOB ID NO: 2485) F-2
   
Balance Sheets as of March 31, 2023 and 2022 F-3
   
Statements of Operations for the Years ended March 31, 2023 and 2022 F-4
   
Statements of Changes in Stockholders’ Deficit for the Years ended March 31, 2023 and 2022 F-5
   
Statements of Cash Flows for the Years ended March 31, 2023 and 2022 F-6
   
Notes to Financial Statements F-7 - F-10

 

 F-1 

 

 

 

Report of Independent Registered Public Accounting Firm

  

Shareholders and Board of Directors

Antiaging Quantum Living Inc (FKA: Achison Inc)

Flushing, NY

 

Opinion on the Financial Statements

 

We have audited the accompanying balance sheets of Antiaging Quantum Living Inc (FKA: Achison Inc) (the “Company”) as of March 31, 2023 and 2022, the related statements of operation, stockholders’ equity, and cash flows for each of the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company at March 31, 2023 and 2022, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

 

Substantial Doubt About the Company’s Ability to Continue as a Going Concern

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 3 to the financial statements, the Company has suffered recurring losses from operations, has a net capital deficiency, and has stated that substantial doubt exists about the Company’s ability to continue as a going concern. Management’s evaluation of the events and conditions and management’s plans regarding these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter.

 

Basis for Opinion

 

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

Critical Audit Matter

 

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the board of directors and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

 

/s/ Simon & Edward, LLP

 

We have served as the Company’s auditor since 2022.

 

Rowland Heights, CA

 

July 14, 2023

 

 F-2 

 

 

ANTIAGING QUANTUM LIVING INC (FKA: ACHISON INC)

BALANCE SHEETS

AS OF MARCH 31, 2023 AND 2022

 

   2023   2022 
   As of March 31, 
   2023   2022 
         
ASSETS          
Current assets          
Cash and cash equivalents  $354   $14,269 
Total current assets   354    14,269 
           
Furniture, net   540    854 
TOTAL ASSETS  $894   $15,123 
           
LIABILITIES AND STOCKHOLDERS’ DEFICIT          
Current liabilities          
Accounts payable  $901   $- 
Contract liabilities   2,800    5,600 
Loan from a shareholder   83,300    59,000 
Total current liabilities   87,001    64,600 
           
TOTAL LIABILITIES   87,001    64,600 
           
COMMITMENTS AND CONTINGENCIES   -    - 
           
STOCKHOLDERS DEFICIT          
Preferred stock, $0.001 par value, 20,000,000 authorized, no share issued and outstanding  $-   $- 
Class A Common stock, $0.001 par value,100,000,000 authorized,
29,995,000 shares issued and outstanding
   29,995    29,995 
Additional paid-in capital   160,230    160,230 
Accumulated deficit   (276,332)   (239,702)
TOTAL STOCKHOLDERS’ DEFICIT   (86,107)   (49,477)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT  $894   $15,123 

 

The accompanying notes are part of these financial statements.

 

 F-3 

 

 

ANTIAGING QUANTUM LIVING INC (FKA: ACHISON INC)

STATEMENTS OF OPERATION

 

   2023   2022 
  

Years Ended

March 31,

 
   2023   2022 
         
Revenue  $13,600   $7,400 
Cost of Revenue   -    1,100 
Gross profit   13,600    6,300 
           
Operating expenses:          
General and administrative expenses   50,230    51,310 
Total operating expenses   50,230    51,310 
           
Loss from operation   (36,630)   (45,010)
           
Other income:          
Interest income   -    1,574 
Total other income   -    1,574 
           
Loss before income tax   (36,630)   (43,436)
Income tax expense   -    - 
           
Net loss  $(36,630)  $(43,436)
           
Weighted average shares outstanding:          
Basic and diluted   29,995,000    29,995,000 
           
Loss per share attributable to common parent’s shareholders:          
Basic and diluted  $(0.001)  $(0.001)

 

The accompanying notes are part of these financial statements.

 

 F-4 

 

 

ANTIAGING QUANTUM LIVING INC (FKA: ACHISON INC)

STATEMENTS OF CHANGES IN STOCKHOLDER’S EQUITY

 

   Shares   Amount   Shares   Amount   Capital   Deficit   Equity 
   Preferred Stock   Class A Common Stock   Additional Paid-in   Accumulated   Total 
   Shares   Amount   Shares   Amount   Capital   Deficit   Equity 
                             
Balance March 31, 2021   -   $-    29,995,000   $29,995   $160,230   $(196,266)  $(6,041)
                                    
Net loss   -    -    -    -    -    (43,436)   (43,436)
                                    
Balance March 31, 2022   -   $-    29,995,000   $29,995   $160,230   $(239,702)  $(49,477)
                                    
Net loss   -    -    -    -    -    (36,630)   (36,630)
                                    
Balance March 31, 2023   -   $-    29,995,000   $29,995   $160,230   $(276,332)  $(86,107)

 

The accompanying notes are part of these financial statements.

 

 F-5 

 

 

ANTIAGING QUANTUM LIVING INC (FKA: ACHISON INC)

STATEMENTS OF CASH FLOWS

 

   2023   2022 
   Years ended March 31, 
   2023   2022 
         
Cash flows from operating activities:          
Net loss  $(36,630)  $(43,436)
Adjustments to reconcile net loss to net cash used in operating activities:          
Depreciation   314    96 
Changes in operating assets and liabilities:          
Accounts payable   901    - 
Contract liabilities   (2,800)   2,200 
Net cash used in operating activities   (38,215)   (41,140)
           
Cash flows from investing activities:          
Purchase of property and equipment   -    (950)
Repayment for note receivable   -    50,863 
Net cash provided by investing activities   -    49,913 
           
Cash flows from financing activities:          
New borrowing from shareholder   24,300    5,000 
Repayment of shareholder loan   -    (17,000)
Net cash used in financing activities   24,300    (12,000)
           
Net decrease in cash   (13,915)   (3,227)
           
Cash, beginning balance   14,269    17,496 
Cash, ending balance  $354   $14,269 
           
SUPPLEMENTARY DISCLOSURE:          
           
Interest paid  $-   $- 
Income tax paid  $-   $- 

 

The accompanying notes are part of these financial statements.

 

 F-6 

 

 

ANTIAGING QUANTUM LIVING INC (FKA: ACHISON INC)

NOTES TO THE FINANCIAL STATEMENTS

 

NOTE 1 – ORGANIZATION AND PRINCIPAL ACTIVITIES

 

Antiaging Quantum Living Inc. (FKA: Achison Inc.) (the “Company”, “us”, “we” or “our”) was incorporated under the laws of the State of New York on December 29, 2014.

 

On July 1, 2019, Lansdale Inc, the principal stockholder of the Company (“Seller”) and controlled by the Company’s former President, Mr. Wanjun Xie, entered into a Stock Purchase Agreement (the “Agreement”) with Dazhong 368 Inc, (the “Buyer”), pursuant to which, a total of 9,000,000 shares of Class A common stock of the Company were transferred to the Buyer, representing approximately 90% of the Company’s issued and outstanding shares of Class A common stock, resulting in a change of the control of the Company. Mr. Dingshan Zhang was appointed as the President and CEO of the Company at the same date. The Company currently engages in internet advertising through www.dazhong368.com (the “Website”) in the New York area.

 

On April 10, 2023, Mr. Barry Wan acquired control of 29,215,000 restricted shares of common stock (the “Purchased Shares”) of Achison Inc., representing approximately 97% of the Company’s total issued and outstanding common stock (the “Common Stock”) from Dazhong 368 Inc and Sophia 33 Inc, two New York corporations controlled by the Company’s then President, Chief Executive Officer and sole director, Dingshan Zhang (the former President) pursuant to the terms of a Stock Purchase Agreement by and among the parties thereto (the “Stock Purchase Agreement”). Pursuant to the Stock Purchase Agreement (“SPA”), Mr. Wan paid an aggregate purchase price of four hundred thousand dollars ($400,000.00) to Mr. Zhang in exchange for the Purchased Shares. The foregoing transaction resulted in a change of control of the Company, with Mr. Wan acquiring 97% of the Company’s outstanding Common Stock held through New Lite Ventures LLC, a New York LLC. Both before and after the transactions, the Company had 29,995,000 shares of its common stock outstanding.

 

In connection with the transaction, on April 10, 2023, Mr. Dingshan Zhang resigned from all positions he held with the Company. On April 10, 2023, Ms. Jing Wan was appointed by our majority shareholder as our Chief Executive Officer, Chief Financial Officer, President and Director. On June 16, 2023, Mr. Barry Wan consented to act as the new CEO and CFO after Ms. Jing Wan resigned. The Company was renamed as Antiaging Quantum Living Inc. on June 14, 2023 by the new management.

 

The Company plans to continue its existing operations through its website at www.dazhong368.com, which, since 2014, has provided online advertising to different individuals or companies operating in real estate, accounting, legal and other professional services in the New York City area. Its revenues are generated from advertising fees.

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles used in the United States of America. The financial statements are presented in US dollar, which is the Company’s functional currency.

 

Use of Estimates

 

The accompanying financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (the “SEC”).

 

The preparation of the Company’s financial statements in conformity with GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the financial statements and footnotes thereto. Actual results may differ from those estimates and assumptions.

 

Cash and Cash Equivalents

 

Cash and cash equivalents include cash in banks, bank deposits, and highly liquid investments with maturities of three months or less at the date of origination.

 

Intangible assets, net

 

The Company’s intangible asset with definite useful lives consists of a website. The Company typically amortizes its intangible asset with definite useful lives on a straight-line basis over the shorter of the contractual terms or the estimated useful lives. The Company estimate the useful lives of the website is 10 years.

 

The website – www.Dazhong368.com (the “Website”) was acquired from an entity under common control by issuing 10 million shares of Class A common stock in September 2019, and the $nil carry value of the website at the related party’s book was transferred for the assets purchase. As of March 31, 2023 and 2022, the Company had $nil intangible assets.

 

Impairment of Long-Lived and Intangible Assets

 

Management reviews long-lived assets and certain identifiable intangible assets with finite lives for impairment in accordance with Accounting Standards Codification (“ASC”) 360, Property, Plant, and Equipment. Goodwill and intangible assets not subject to amortization are reviewed annually for impairment in accordance with ASC 350, Intangibles — Goodwill and Other, or more often if there are indications of possible impairment.

 

The analysis to determine whether or not an asset is impaired requires significant judgment that is dependent on internal forecasts, including estimated future cash flows, estimates of long-term growth rates for our business, the expected life over which cash flows will be realized and assumed royalty and discount rates. Changes in these estimates and assumptions could materially affect the determination of fair value and any impairment charge. While the fair value of these assets exceeds their carrying value based on management’s current estimates and assumptions, materially different estimates and assumptions in the future in response to changing economic conditions, changes in the business, increased competition or loss of market share, product innovation or obsolescence, product claims that result in a significant loss of sales or profitability over the product life or for other reasons could result in the recognition of impairment losses.

 

 F-7 

 

 

Revenue Recognition

 

Revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. The Company determines revenue recognition by applying the following steps: 1) identification of the contract, or contracts, with a customer; 2) identification of the performance obligations in the contract; 3) determination of the transaction price; 4) allocation of the transaction price to the performance obligations in the contract; and 5) recognition of revenue when, or as, we satisfy a performance obligation.

 

Advertising revenue is generated by displaying advertising products on our website. The Company recognizes revenue from the display of impression-based advertisements in the contracted period in which the impressions are displayed. Impressions are considered delivered when an advertisement is displayed to the Website visitors. In general, the Company presents advertising revenue on a gross basis, since the Company controls the advertising inventory before it is transferred to its customers. Control of advertisement inventory is evidenced by the Company’s sole ability to monetize the advertising inventory before it is transferred to our customers. Pricing for our services is generally a fixed amount at a monthly level and is typically due within 30 days upon signing the contract with customers. Unsatisfied performance obligations under advertising contracts are recorded as contract liabilities.

 

Income Taxes

 

The Company records income tax expenses using the asset-and-liability method of accounting for deferred income taxes. Under this method, deferred taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each year-end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Deferred tax assets are reduced by a valuation allowance if, based on available evidence, it is more likely than not that the deferred tax assets will not be realized.

 

When tax returns are filed, it is likely some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more-likely-than-not the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50% likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interest associated with unrecognized tax benefits is classified as interest expense and penalties are classified in general and administrative expenses in the statements of operations.

 

Earnings Per Share

 

The Company computes basic and diluted earnings per share amounts in accordance with ASC Topic 260, Earnings per Share. Basic earnings per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company.

 

As of March 31, 2023 and 2022, the Company does not have any potentially dilutive instrument.

 

Contingencies

 

Certain conditions may exist as of the date the financial statements are issued, which could result in a loss to the Company which will be resolved when one or more future events occur or fail to occur. The Company’s management assesses such contingent liabilities, and such assessment inherently involves judgment. In assessing loss contingencies arising from legal proceedings pending against the Company or unasserted claims that may rise from such proceedings, the Company’s management evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought.

 

If the assessment of a contingency indicates it is probable a material loss will be incurred and the amount of the loss can be reasonably estimated, then the estimated loss is accrued in the Company’s financial statements. If the assessment indicates a material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material would be disclosed.

 

F-8
 

 

Fair Value Measurements

 

Fair value accounting establishes a framework for measuring fair value and expands disclosure about fair value measurements. Fair value, which is defined 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. This framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels as follows:

 

  Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
     
  Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liabilities, either directly or indirectly, for substantially the full term of the financial instruments.
     
  Level 3 inputs to the valuation methodology are unobservable and significant to the fair value.

 

The Company’s financial instruments consisted of cash, accounts payable, contract liabilities and loan from a shareholder. The estimated fair value of those balances approximates the carrying amount due to the short maturity of these instruments.

 

Recent Accounting Pronouncements

 

Credit Losses

 

In June 2016, the FASB issued ASU No. 2016-13, (Topic 326), Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments which amends the current accounting guidance and requires the use of the new forward-looking “expected loss” model, rather than the “incurred loss” model, which requires all expected losses to be determined based on historical experience, current conditions and reasonable and supportable forecasts. In November 2019, the FASB issued ASU No. 2019-10 to postpone the effective date of ASU No. 2016-13 for public business entities eligible to be smaller reporting companies (SRCs) as defined by the SEC. ASU No. 2016-13 is effective for SRCs for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company adopted ASU 2016-13 on its financial position and results of operations as of April 1, 2023, with no material impact.

 

There were other updates recently issued. The management does not believe that other than the disclosed above, accounting pronouncements the recently issued but not yet adopted will have a material impact on its financial position results of operations or cash flows.

 

NOTE 3 – GOING CONCERN

 

The Company’s financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business. During the year ended March 31, 2023, the Company incurred a net loss of $36,630. The Company had an accumulated deficit of $276,332 as of March 31, 2023 and negative working capital of $86,647. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.

 

Management’s plan to alleviate the substantial doubt about the Company’s ability to continue as a going concern include attempting to improve its business profitability, its ability to generate sufficient cash flow from its operations to meet its operating needs on a timely basis, obtain additional working capital funds from the majority shareholder and President of the Company to eliminate inefficiencies in order to meet its anticipated cash requirements. However, there can be no assurance that these plans and arrangements will be sufficient to fund the Company’s ongoing capital expenditures and other requirements.

 

The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event that the Company cannot continue as a going concern.

 

F-9
 

 

NOTE 4 – NOTE RECEIVABLE

 

During the year ended March 31, 2020, the Company loaned to Northern Ifurniture Inc in the amount of $70,000, which bears an interest rate at 7% per annum with a maturity on December 2, 2020. On June 25, 2020, Northern Ifurniture Inc. repaid note receivable to the Company in the amount of $20,000. On December 1, 2020, the Company approved to extend the maturity date to June 30, 2021, and then on June 29, 2021, the Company approved the second amendment and extended the maturity date to September 30, 2021. In September 2021, the note receivable was repaid in its entirety. For the years ended March 31, 2023 and 2022, the interest income were $nil and $1,574, respectively.

 

NOTE 5 – RELATED PARTY TRANSACTIONS

 

Lease

 

The Company has been provided office space by its former President – Mr. Zhang at no cost. The management determined that such cost is immaterial and did not recognize the rent expense in its financial statements.

 

Loan

 

In August 2019, the Company borrowed $71,000 from the President of the Company, which bears no interest with a maturity in December 2021. During the year ended March 31, 2022, the Company repaid $17,000 to the President of the Company after borrowed $5,000 more fund in May 2021. On December 29, 2022 and 2021, the Company and our former President verbally amended the loan agreement and extend the maturity date to December 31, 2023 and 2022, respectively. During the year ended March 31, 2023, the Company received additional loan of $24,300 from the former President.

 

As of March 31, 2023 and 2022, the outstanding balance of shareholder loan was $83,300 and $59,000, respectively. Upon consummated the change of control resulted from the SPA entered on April 10, 2023, $83,300 shareholder loan was waived by the former President of the Company in its entirety.

 

NOTE 6 – CONTRACT LIABILITIES

 

Contract liabilities represent payments received in advance of performance under the contract for the unsatisfied performance obligation and are realized when the associated revenue is recognized under the advertising contracts. As of March 31, 2023 and 2022, contract liabilities were $2,800 and $5,600, respectively.

 

NOTE 7 – SHAREHOLDERS’ EQUITY

 

On October 11, 2021, the Company amended its article with New York State to increase the authorized Class A common shares with a par value of $0.001 to 100,000,000 shares, and to add 20,000,000 shares of preferred stock with a par value of $0.001.

 

NOTE 8 – INCOME TAX

 

As of March 31, 2023 and 2022, the Company has incurred an accumulated net loss of approximately $276,332 and $239,702 which resulted in a net operating loss for income tax purposes. NOLs can carry forward indefinitely up to offset 80 percent of taxable income after CARES Act effect on December 31, 2017. The deferred tax asset has been fully reserved for valuation allowance as the Company believes they will most-likely-than-not realize the benefits.

 

Reconciliation of income tax provision and the accounting profit multiplied by U.S. federal income tax rate for the years ended March 31, 2023 and 2022:

 

   2023   2022 
   Years Ended March 31, 
   2023   2022 
Loss at 21% and 7.5% Federal and State statutory tax rate  $(29,122)  $(11,945)
           
Increase (decrease) in income taxes resulting from:          
Net operating loss carry forward   -    - 
Change in valuation allowance   29,122    11,945 
Income tax provision  $-   $- 

 

In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, management has established a full valuation allowance against all of the deferred tax assets for every period because it is more likely than not that all of the deferred tax assets will not be realized.

 

NOTE 9 – SUBSEQUENT EVENTS

 

In accordance with ASC 855, “Subsequent Events”, the Company has evaluated subsequent events through the date of issuance of these financial statements and no subsequent events were noted except the ones disclosed under Note 1 and Note 5. 

 

F-10
 

 

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 

Not Applicable.

 

Item 9A. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

Disclosure controls and procedures are designed with an objective of ensuring that information required to be disclosed in our periodic reports filed with the Securities and Exchange Commission, such as this Annual Report on Form 10-K, is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission. Disclosure controls are also designed with an objective of ensuring that such information is accumulated and communicated to our management, including our chief executive officer, in order to allow timely consideration regarding required disclosures.

 

The evaluation of our disclosure controls by our principal executive officer included a review of the controls’ objectives and design, the operation of the controls, and the effect of the controls on the information presented in this Annual Report. Our management, including our Chief Executive Officer, does not expect that disclosure controls can or will prevent or detect all errors and all fraud, if any. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Also, projections of any evaluation of the disclosure controls and procedures to future periods are subject to the risk that the disclosure controls and procedures may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that there were material weakness in our internal controls over Financial reporting as of March 31, 2023 and they were therefore not as effective as they could be to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. The material weakness in our controls and procedure were lack of US GAAP knowledge and segregation duties. Management does not believe that any of these material weaknesses materially affected the results and accuracy of its financial statements. However, in view of this discovery of such weaknesses, management has begun a review to improve them.

 

Management’s Annual Report on Internal Control over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the company in accordance with as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the (i) effectiveness and efficiency of operations, (ii) reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and (iii) compliance with applicable laws and regulations. Our internal controls framework is based on the criteria set forth in the Internal Control - Integrated Framework that was issued in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

Management’s assessment of the effectiveness of the small business issuer’s internal control over financial reporting is as of the year ended March 31, 2023. We believe that internal controls over financial reporting as set forth above shows material weaknesses and are not effective. We have identified material weaknesses considering the nature and extent of our current operations and any risks or errors in financial reporting under current operations.

 

8
 

 

This annual report does not include an attestation report of the company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the SEC that permit the Company to provide only management’s report in this annual report.

 

Subsequent to the end of the period covered by this report, and in light of the weakness described above, management is in the process of designing and implementing improvements in its internal control over financial reporting and we currently plan to hire an independent third-party consultant to assist in identifying and determining the appropriate accounting procedures and controls to implement.

 

Item 9B. Other Information

 

Not applicable.

 

PART III

 

Item 10. Directors, Executive Officers and Corporate Governance

 

The following table sets forth the names and ages of the current directors and executive officers of the Company, the principal offices and positions with the Company held by each person and the date such person became a director or executive officer of the Company. The executive officers of the Company are elected annually by the Board of Directors. The directors serve one-year terms until their successors are elected. The executive officers serve terms of one year or until their death, resignation or removal by the Board of Directors.

 

The following table sets forth information regarding the members of the Company’s board of directors and its executive officers:

 

Name   Age   Position   Year Commenced
Dingshan Zhang (1)   58   President, CEO, CFO and Director (Resigned in April 2023)   2019
Jing Wan (2)   34   President, CEO, CFO and Director (Appointed in April 2023 and resigned in June 2023)   2023
Barry Wan (3)   51   President, CEO, CFO and Director (Appointed in June 2023)   2023

 

(1)Mr. Zhang resigned as Director, President, CEO and CFO of the Company on April 10, 2023.
(2)Ms. Wan was appointed as a Director, President, CEO and CFO of the Company on April 10, 2023, and then resigned on June 16, 2023.
(3)Mr. Wan was appointed as a Director, President, CEO and CFO of the Company on June 16, 2023.

 

Directors serve until the next annual meeting and until their successors are elected and qualified. Officers are appointed to serve for one year until the meeting of the board of directors following the annual meeting of stockholders and until their successors have been elected and qualified.

 

Dingshan Zhang has been the President and director of Achison Inc since July 2019. Mr. Zhang was born in Fujian, China. He established Sophia 33 Inc. since 2012 which is focus on body health and personal body services. Since 2016, Mr. Zhang also established Dazhong 368 Inc. in 2016, which is mainly focus on stock investment.

 

Jing Wan has been the Manager of Your Vanity Realty, a Real Estate company with offices in New York and Shanghai from January 2020 to President. From October 2016 to December 2019, Ms. Wan was a Marketing Associate at Douglas Elliman, a Real Estate Company in New York. From March 2015 to August 2016, Ms. Wan was a Marketing Associate at Greenland US Holding, a New York-based subsidiary of Greenland Holding Group, which develops residential and commercial properties in more than 30 countries. From February 2014 to March 2015, Ms. Wan was the Marketing & PR Manager for Menusifu, a software company based in New York that offers a Cloud-based Restaurant POS system. From September 2013 to February 2014, Ms. Wan was the Senior Merchant Consultant at Universal Processing, a credit card processing company located in New York. has a US Accounting Professional Certificate, a Bachelor of Arts in English Language and Literature and Bachelor of Economics from China Agricultural University (2012), a Bachelor of Science, Agribusiness and Management from Purdue University (2012) and a Master of Business Administration, Marketing/Strategy from New York University – Leonard N. Stern School of Business (2021).

 

9
 

 

Mr. Barry Wan obtained a Bachelor of Science in Mechanical Engineering from The Hefei University of Technology, followed by a Master’s degree from Queens College, the City University of New York.

 

Mr. Wan is a seasoned entrepreneur who has made significant contributions to the science and technology, real estate, and insurance sectors in both the United States and China. In the 2000s, he successfully established multiple companies in the U.S., including REMAX People Realty, where he served as the founder and CEO. Under his leadership, REMAX People Realty has become one of the leading real estate brokerage firms in New York City.

 

In the 2010s, Mr. Wan expanded his entrepreneurial endeavors into China. Mr. Wan founded Ymall, an innovative ecommerce 2.0 platform catering to both online and physical retailers. Additionally, he established Anti-Age Dr. and Tai Bao Global Ecological NewWealth.

 

Furthermore, Mr. Wan has also contributed his expertise as a Strategy Consultant for Renmi (Hangzhou) Network Technology Co., Ltd. and held the esteemed position of Executive Chairman at the China Real Estate Chamber of Commerce.

 

Term of office

 

All officers and directors listed above will remain in office until the next annual meeting of our stockholders, and until their successors have been duly elected and qualified or until removed from office in accordance with our bylaws. There are no agreements with respect to the election of Directors. We have not compensated our Directors for service on our Board of Directors, any committee thereof, or reimbursed for expenses incurred for attendance at meetings of our Board of Directors and/or any committee of our Board of Directors. Officers are appointed annually by our Board of Directors and each Executive Officer serves at the discretion of our Board of Directors. We do not have any standing committees. Our Board of Directors may in the future determine to pay Directors’ fees and reimburse Directors for expenses related to their activities.

 

None of our Officers and/or Directors have filed any bankruptcy petition, been convicted of or been the subject of any criminal proceedings or the subject of any order, judgment or decree involving the violation of any state or federal securities laws within the past five (5) years.

 

Director Independence

 

The Board consists of only one member, who does not meet the independence requirements of the Nasdaq Stock Market as currently in effect.

 

Committees and Terms

 

The Board of Directors (the “Board”) has not established any committees. The Company will notify its shareholders for an annual shareholder meeting and that they may present proposals for inclusion in the Company’s proxy statement to be mailed in connection with any such annual meeting; such proposals must be received by the Company at least 90 days prior to the meeting. No other specific policy has been adopted in regard to the inclusion of shareholder nominations to the Board of Directors.

 

Code of Ethics

 

To date, we have not adopted a Code of Ethics applicable to our principal executive officer and principal financial officer because the Company has no meaningful operations. The Company does not believe that a formal written code of ethics is necessary at this time. We expect that the Company will adopt a code of ethics if and when the Company successfully completes a business combination that results in the acquisition of an on-going business and thereby commences operations.

 

10
 

 

Corporate Governance

 

There have been no changes in any state law or other procedures by which security holders may recommend nominees to our board of directors. In addition to having no nominating committee for this purpose, we currently have no specific audit committee and no audit committee financial expert. Based on the fact that our current business affairs are simple, any such committees are excessive and beyond the scope of our business and needs.

 

Nominating Committee

 

We have not adopted any procedures by which security holders may recommend nominees to our board of directors.

 

Audit Committee and Audit Committee Financial Expert

 

We do not currently have an audit committee financial expert, nor do we have an audit committee. Our entire board of directors, which currently consists of Jing Wang, handles the functions that would otherwise be handled by an audit committee. We do not currently have the capital resources to pay director fees to a qualified independent expert who would be willing to serve on our board and who would be willing to act as an audit committee financial expert. As our business expands and as we appoint others to our board of directors, we expect that we will seek a qualified independent expert to become a member of our board of directors. Before retaining any such expert our board would make a determination as to whether such person is independent.

 

Item 11. Executive Compensation

 

During the three years ended March 31, 2023, 2022 and 2021, no salaries were paid to any officers or directors.

 

Executive compensation during the three years ended March 31, 2023, 2022 and 2021 were as follows:

 

Summary Compensation Table

 

Name and Principal Position  Year    Salary ($)    Bonus ($)    Stock Awards ($)    Option Awards ($)    Non-Equity Incentive Plan Compensation ($)    Change in Pensions Value and Nonqualified Deferred Compensation Earnings ($)    All Other Compensation ($)    Total ($) 
Dingshan Zhang (1)   2023      -       -        -       -            -        -         -    - 
                                              
    2022    -    -    -    -    -    -    -    - 
                                              
Chief Executive Officer / Chief Financial Officer   2021    -    -    -    -    -    -    -    - 
                                              
Jing Wan, Chief Executive Officer / Chief Financial Officer (2)   2023    -    -    -    -    -    -    -    - 
                                              
Barry Wan, Chief Executive Officer / Chief Financial Officer (3)   2023    -    -    -    -    -    -    -    - 

 

(1)Mr. Zhang resigned as Director, President, CEO and CFO of the Company on April 10, 2023.
(2)Ms. Wan was appointed as a Director, President, CEO and CFO of the Company on April 10, 2023, and then resigned on June 16, 2023.
 (3)Mr. Wan was appointed as a Director, President, CEO and CFO of the Company on June 16, 2023.

 

11
 

 

Director Compensation

 

We do not currently pay any compensation to our directors, nor do we pay directors’ expenses in attending board meetings.

 

Employment Agreements

 

The Company has not entered into employment agreements with any of its employees or officers as of March 31, 2023.

 

Stock Option Plan

 

We do not have a stock option plan and we have not issued any warrants, options or other rights to acquire our securities. However, we may adopt an incentive and non-statutory stock option plan in the future.

 

Employee Pension, Profit Sharing or other Retirement Plans

 

We do not have a defined benefit, pension plan, profit sharing or other retirement plan, although we may adopt one or more of such plans in the future.

 

Item 12. Security ownership of certain beneficial owners and management

 

The following table sets forth, as of June 30, 2023, the number and percentage of our outstanding shares of Class A common stock owned by (i) each person known to us to beneficially own more than 5% of our outstanding Class A common stock, (ii) each director, (iii) each named executive officer, and (iv) all officers and directors as a group. Our Class A common stock beneficially owned and percentage ownership was based on 29,995,000 shares outstanding on June 30, 2023.

 

Title of

Class

 

Name and Address

Of Beneficial Owner

  Position 

Amount and Nature

Of Beneficial Ownership

  

Percent

Of Class(1 )

 
               
Class A Common Stock 

Dingshan Zhang
135-22 Northern Blvd., 2nd Fl
Flushing, NY 11354 (2)

 

  CEO, CFO and Director (Until April 10, 2023)   62,500    0.21%
Class A Common Stock  Jing Wan,
1345 Avenue of the Americas 33rd Floor, New York, NY 10105 (3)
  CEO, CFO and Director
(From April 10, 2023 to June 16, 2023)
   -    - 
Class A Common Stock 

Barry Wan

1345 Avenue of the Americas 33rd Floor, New York, NY 10105 (4)

  CEO, CFO and Director   29,215,000(5)   97.40%
Class A Common Stock 

New Lite Ventures LLC

1345 Avenue of the Americas 33rd Floor, New York, NY 10105 (6)

 

  -   29,215,000    97.40%
Class A Common Stock  All Officers and Directors
As a Group (1 person)
      29,215,000    97.40%

 

 

(1) Based upon 29,995,000 shares outstanding as of June 30, 2023.
(2) Mr. Zhang resigned as a Director, President, CEO and CFO of the Company on April 10, 2023.
(3) Ms. Wan was appointed as a Director, President, CEO and CFO of the Company on April 10, 2023, and then resigned on June 16, 2023.
(4) Mr. Wan was appointed as a Director, President, CEO and CFO of the Company on June 16, 2023.
(5) Including 29,215,000 shares owned by New Lite Ventures LLC. Mr. Barry Wan owns 100% shares of New Lite Ventures LLC.
(6) Mr. Barry Wan owns 100% shares of New Lite Ventures LLC.

 

12
 

 

Item 13. Certain Relationships and Related Transactions, and Director Independence

 

Lease

 

The Company has been provided office space by its former President – Mr. Zhang at no cost. The management determined that such cost is immaterial and did not recognize the rent expense in its financial statements.

 

Loan

 

In August 2019, the Company borrowed $71,000 from the President of the Company, which bears no interest with a maturity in December 2021. During the year ended March 31, 2022, the Company repaid $17,000 to the President of the Company after borrowed $5,000 more fund in May 2021. On December 29, 2022 and 2021, the Company and our former President verbally amended the loan agreement and extend the maturity date to December 31, 2023 and 2022, respectively. During the year ended March 31, 2023, the Company received additional loan of $24,300 from the former President.

 

As of March 31, 2023 and 2022, the outstanding balance of shareholder loan was $83,300 and $59,000, respectively. Upon consummated the change of control resulted from the SPA entered on April 10, 2023, $83,300 shareholder loan was waived by the former President of the Company in its entirety.

 

Item 14. Principal Accounting Fees and Services

 

During 2023 and 2022, Simon & Edward, LLP and B F Borgers CPA PC, the Company’s independent auditors have billed for their services as set forth below. In addition, fees and services related to the audit of the financial statements of the Company for the period ended March 31, 2023 as contained in this Report, are estimated and included for the fiscal year ended March 31, 202.

 

   Years ended
March 31,
 
   2023   2022 
         
Audit Fees - B F Borgers CPA PC  $-   $4,000 
Audit Fees – Simon & Edward, LLP   14,596    15,000 
Audit-Related Fees  $-   $- 
All Other Fees  $1000   $1,000 
Total Fees  $15,596   $20,000 

 

Pre-Approval Policy

 

Our Board as a whole pre-approves all services provided by Simon & Edward, LLP. For any non-audit or non-audit related services, the Board must conclude that such services are compatible with Simon & Edward, LLP independence as our auditors.

 

13
 

 

PART IV

 

Item 15. Exhibits, Financial Statement Schedules

 

3.1* Articles of Incorporation (filed as exhibit to the Form S-1 filed with the SEC on May 2, 2016)
   
3.2 * By-laws (filed as an Exhibit to Form S-1 filed with the SEC on May 2, 2016)
   
31.1** Certification of Principal Executive Officer pursuant to Rule 13a-14 and Rule 15d 14(a), promulgated under the Securities and Exchange Act of 1934, as Amended.
   
31.2** Certification of Principal Financial Officer pursuant to Rule 13a-14 and Rule 15d 14(a), promulgated under the Securities and Exchange Act of 1934, as Amended.
   
32.1** Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

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

 

* Incorporated by reference to the Company’s Registration Statement on Form S-1 as filed with the SEC on May 2, 2016.

 

** Filed herewith

 

14
 

 

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 14th day of July, 2023

 

  Antiaging Quantum Living Inc.
     
  By: /s/ Barry Wan
    Barry Wan, President
    Chief 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: July 14, 2023 By: /s/ Barry Wan
    Barry Wan
    CEO, CFO, Sec. and Director

 

15
 

 

EXHIBIT INDEX

 

3.1*   Articles of Incorporation (filed as exhibit to the Form S-1 filed with the SEC on May 2, 2016)
     
3.2*   By-laws (filed as an Exhibit to Form S-1 filed with the SEC on May 2, 2016)
     
31.1**   Certification of Principal Executive Officer pursuant to Rule 13a-14 and Rule 15d 14(a), promulgated under the Securities and Exchange Act of 1934, as Amended.
     
31.2**   Certification of Principal Financial Officer pursuant to Rule 13a-14 and Rule 15d 14(a), promulgated under the Securities and Exchange Act of 1934, as Amended.
     
32.1**   Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
     
101.INS**   Inline XBRL Instance Document
101.SCH**   Inline XBRL Taxonomy Extension Schema Document
101.CAL**   Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF**   Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB**   Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE**   Inline XBRL Taxonomy Extension Presentation Linkbase Document
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

* Incorporated by reference to the Company’s Registration Statement on Form S-1 as filed with the SEC on May 2, 2016.
   
** Filed herewith

 

16

 

EXHIBIT 31.1

 

CERTIFICATION

 

I, Barry Wan, certify that:

 

1. I have reviewed this report on Form 10-K of Antiaging Quantum Living Inc;
   
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
   
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
   
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

 

  a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     
  b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
     
  c. evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
     
  d. disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

 

  a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
     
  b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

/s/ Barry Wan  
Barry Wan  
Chief Executive Officer  
July 14, 2023  

 

 

 

 

EXHIBIT 31.2

 

CERTIFICATION

 

I, Barry Wan, certify that:

 

1. I have reviewed this report on Form 10-K of Antiaging Quantum Living Inc;
   
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
   
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
   
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

 

  a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     
  b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
     
  c. evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
     
  d. disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

 

  a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
     
  b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

/s/ Barry Wan  
Barry Wan  
Chief Financial Officer  
July 14, 2023  

 

 

 

 

EXHIBIT 32.1

 

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the report of Antiaging Quantum Living Inc (the “Company”) on Form 10-K for the period ending March 31, 2023 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 Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
   
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

/s/ Barry Wan  
Barry Wan  
Chief Executive Officer  
July 14, 2023  
   
/s/ Barry Wan  
Barry Wan  
Chief Financial Officer  
July 14, 2023  

 

 

v3.23.2
Cover - USD ($)
12 Months Ended
Mar. 31, 2023
Jul. 13, 2023
Sep. 30, 2022
Cover [Abstract]      
Document Type 10-K    
Amendment Flag false    
Document Annual Report true    
Document Transition Report false    
Document Period End Date Mar. 31, 2023    
Document Fiscal Period Focus FY    
Document Fiscal Year Focus 2023    
Current Fiscal Year End Date --03-31    
Entity File Number 000-56157    
Entity Registrant Name Antiaging Quantum Living Inc.    
Entity Central Index Key 0001672571    
Entity Tax Identification Number 47-2643986    
Entity Incorporation, State or Country Code NY    
Entity Address, Address Line One 1345 Avenue of the Americas    
Entity Address, Address Line Two 33rd Floor    
Entity Address, City or Town New York    
Entity Address, State or Province NY    
Entity Address, Postal Zip Code 10105    
City Area Code 917    
Local Phone Number 470-5393    
Entity Well-known Seasoned Issuer No    
Entity Voluntary Filers No    
Entity Current Reporting Status Yes    
Entity Interactive Data Current Yes    
Entity Filer Category Non-accelerated Filer    
Entity Small Business true    
Entity Emerging Growth Company true    
Elected Not To Use the Extended Transition Period false    
Entity Shell Company false    
Entity Public Float     $ 146,268
Entity Common Stock, Shares Outstanding   29,995,000  
Document Financial Statement Error Correction [Flag] false    
Auditor Firm ID 2485    
Auditor Name Simon & Edward, LLP    
Auditor Location Rowland Heights, CA    
v3.23.2
Balance Sheets - USD ($)
Mar. 31, 2023
Mar. 31, 2022
Current assets    
Cash and cash equivalents $ 354 $ 14,269
Total current assets 354 14,269
Furniture, net 540 854
TOTAL ASSETS 894 15,123
Current liabilities    
Accounts payable 901
Contract liabilities 2,800 5,600
Loan from a shareholder $ 83,300 $ 59,000
Other Liability, Current, Related Party, Type [Extensible Enumeration] ACHN:ShareholdersMember ACHN:ShareholdersMember
Total current liabilities $ 87,001 $ 64,600
TOTAL LIABILITIES 87,001 64,600
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS DEFICIT    
Preferred stock, $0.001 par value, 20,000,000 authorized, no share issued and outstanding
Class A Common stock, $0.001 par value,100,000,000 authorized, 29,995,000 shares issued and outstanding 29,995 29,995
Additional paid-in capital 160,230 160,230
Accumulated deficit (276,332) (239,702)
TOTAL STOCKHOLDERS’ DEFICIT (86,107) (49,477)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT $ 894 $ 15,123
v3.23.2
Balance Sheets (Parenthetical) - $ / shares
Mar. 31, 2023
Mar. 31, 2022
Statement of Financial Position [Abstract]    
Preferred stock, par value $ 0.001 $ 0.001
Preferred stock, shares authorized 20,000,000 20,000,000
Preferred stock, shares issued 0 0
Preferred stock, shares outstanding 0 0
Class A common stock, par value $ 0.001 $ 0.001
Class A common stock, shares authorized 100,000,000 100,000,000
Class A common stock, shares issued 29,995,000 29,995,000
Class A common stock, shares outstanding 29,995,000 29,995,000
v3.23.2
Statements of Operation - USD ($)
12 Months Ended
Mar. 31, 2023
Mar. 31, 2022
Income Statement [Abstract]    
Revenue $ 13,600 $ 7,400
Cost of Revenue 1,100
Gross profit 13,600 6,300
Operating expenses:    
General and administrative expenses 50,230 51,310
Total operating expenses 50,230 51,310
Loss from operation (36,630) (45,010)
Other income:    
Interest income 1,574
Total other income 1,574
Loss before income tax (36,630) (43,436)
Income tax expense
Net loss $ (36,630) $ (43,436)
Weighted average shares outstanding:    
Basic and diluted 29,995,000 29,995,000
Loss per share attributable to common parent’s shareholders:    
Basic and diluted $ (0.001) $ (0.001)
v3.23.2
Statements of Changes in Stockholder's Equity - USD ($)
Preferred Stock [Member]
Common Stock [Member]
Common Class A [Member]
Additional Paid-in Capital [Member]
Retained Earnings [Member]
Total
Beginning balance, value at Mar. 31, 2021 $ 29,995 $ 160,230 $ (196,266) $ (6,041)
Beginning balance, shares at Mar. 31, 2021 29,995,000      
Net loss (43,436) (43,436)
Ending balance, value at Mar. 31, 2022 $ 29,995 160,230 (239,702) (49,477)
Ending balance, shares at Mar. 31, 2022 29,995,000      
Net loss (36,630) (36,630)
Ending balance, value at Mar. 31, 2023 $ 29,995 $ 160,230 $ (276,332) $ (86,107)
Ending balance, shares at Mar. 31, 2023 29,995,000      
v3.23.2
Statements of Cash Flows - USD ($)
12 Months Ended
Mar. 31, 2023
Mar. 31, 2022
Cash flows from operating activities:    
Net loss $ (36,630) $ (43,436)
Adjustments to reconcile net loss to net cash used in operating activities:    
Depreciation 314 96
Changes in operating assets and liabilities:    
Accounts payable 901
Contract liabilities (2,800) 2,200
Net cash used in operating activities (38,215) (41,140)
Cash flows from investing activities:    
Purchase of property and equipment (950)
Repayment for note receivable 50,863
Net cash provided by investing activities 49,913
Cash flows from financing activities:    
New borrowing from shareholder 24,300 5,000
Repayment of shareholder loan (17,000)
Net cash used in financing activities 24,300 (12,000)
Net decrease in cash (13,915) (3,227)
Cash, beginning balance 14,269 17,496
Cash, ending balance 354 14,269
SUPPLEMENTARY DISCLOSURE:    
Interest paid
Income tax paid
v3.23.2
ORGANIZATION AND PRINCIPAL ACTIVITIES
12 Months Ended
Mar. 31, 2023
Accounting Policies [Abstract]  
ORGANIZATION AND PRINCIPAL ACTIVITIES

NOTE 1 – ORGANIZATION AND PRINCIPAL ACTIVITIES

 

Antiaging Quantum Living Inc. (FKA: Achison Inc.) (the “Company”, “us”, “we” or “our”) was incorporated under the laws of the State of New York on December 29, 2014.

 

On July 1, 2019, Lansdale Inc, the principal stockholder of the Company (“Seller”) and controlled by the Company’s former President, Mr. Wanjun Xie, entered into a Stock Purchase Agreement (the “Agreement”) with Dazhong 368 Inc, (the “Buyer”), pursuant to which, a total of 9,000,000 shares of Class A common stock of the Company were transferred to the Buyer, representing approximately 90% of the Company’s issued and outstanding shares of Class A common stock, resulting in a change of the control of the Company. Mr. Dingshan Zhang was appointed as the President and CEO of the Company at the same date. The Company currently engages in internet advertising through www.dazhong368.com (the “Website”) in the New York area.

 

On April 10, 2023, Mr. Barry Wan acquired control of 29,215,000 restricted shares of common stock (the “Purchased Shares”) of Achison Inc., representing approximately 97% of the Company’s total issued and outstanding common stock (the “Common Stock”) from Dazhong 368 Inc and Sophia 33 Inc, two New York corporations controlled by the Company’s then President, Chief Executive Officer and sole director, Dingshan Zhang (the former President) pursuant to the terms of a Stock Purchase Agreement by and among the parties thereto (the “Stock Purchase Agreement”). Pursuant to the Stock Purchase Agreement (“SPA”), Mr. Wan paid an aggregate purchase price of four hundred thousand dollars ($400,000.00) to Mr. Zhang in exchange for the Purchased Shares. The foregoing transaction resulted in a change of control of the Company, with Mr. Wan acquiring 97% of the Company’s outstanding Common Stock held through New Lite Ventures LLC, a New York LLC. Both before and after the transactions, the Company had 29,995,000 shares of its common stock outstanding.

 

In connection with the transaction, on April 10, 2023, Mr. Dingshan Zhang resigned from all positions he held with the Company. On April 10, 2023, Ms. Jing Wan was appointed by our majority shareholder as our Chief Executive Officer, Chief Financial Officer, President and Director. On June 16, 2023, Mr. Barry Wan consented to act as the new CEO and CFO after Ms. Jing Wan resigned. The Company was renamed as Antiaging Quantum Living Inc. on June 14, 2023 by the new management.

 

The Company plans to continue its existing operations through its website at www.dazhong368.com, which, since 2014, has provided online advertising to different individuals or companies operating in real estate, accounting, legal and other professional services in the New York City area. Its revenues are generated from advertising fees.

 

v3.23.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
12 Months Ended
Mar. 31, 2023
Accounting Policies [Abstract]  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles used in the United States of America. The financial statements are presented in US dollar, which is the Company’s functional currency.

 

Use of Estimates

 

The accompanying financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (the “SEC”).

 

The preparation of the Company’s financial statements in conformity with GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the financial statements and footnotes thereto. Actual results may differ from those estimates and assumptions.

 

Cash and Cash Equivalents

 

Cash and cash equivalents include cash in banks, bank deposits, and highly liquid investments with maturities of three months or less at the date of origination.

 

Intangible assets, net

 

The Company’s intangible asset with definite useful lives consists of a website. The Company typically amortizes its intangible asset with definite useful lives on a straight-line basis over the shorter of the contractual terms or the estimated useful lives. The Company estimate the useful lives of the website is 10 years.

 

The website – www.Dazhong368.com (the “Website”) was acquired from an entity under common control by issuing 10 million shares of Class A common stock in September 2019, and the $nil carry value of the website at the related party’s book was transferred for the assets purchase. As of March 31, 2023 and 2022, the Company had $nil intangible assets.

 

Impairment of Long-Lived and Intangible Assets

 

Management reviews long-lived assets and certain identifiable intangible assets with finite lives for impairment in accordance with Accounting Standards Codification (“ASC”) 360, Property, Plant, and Equipment. Goodwill and intangible assets not subject to amortization are reviewed annually for impairment in accordance with ASC 350, Intangibles — Goodwill and Other, or more often if there are indications of possible impairment.

 

The analysis to determine whether or not an asset is impaired requires significant judgment that is dependent on internal forecasts, including estimated future cash flows, estimates of long-term growth rates for our business, the expected life over which cash flows will be realized and assumed royalty and discount rates. Changes in these estimates and assumptions could materially affect the determination of fair value and any impairment charge. While the fair value of these assets exceeds their carrying value based on management’s current estimates and assumptions, materially different estimates and assumptions in the future in response to changing economic conditions, changes in the business, increased competition or loss of market share, product innovation or obsolescence, product claims that result in a significant loss of sales or profitability over the product life or for other reasons could result in the recognition of impairment losses.

 

 

Revenue Recognition

 

Revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. The Company determines revenue recognition by applying the following steps: 1) identification of the contract, or contracts, with a customer; 2) identification of the performance obligations in the contract; 3) determination of the transaction price; 4) allocation of the transaction price to the performance obligations in the contract; and 5) recognition of revenue when, or as, we satisfy a performance obligation.

 

Advertising revenue is generated by displaying advertising products on our website. The Company recognizes revenue from the display of impression-based advertisements in the contracted period in which the impressions are displayed. Impressions are considered delivered when an advertisement is displayed to the Website visitors. In general, the Company presents advertising revenue on a gross basis, since the Company controls the advertising inventory before it is transferred to its customers. Control of advertisement inventory is evidenced by the Company’s sole ability to monetize the advertising inventory before it is transferred to our customers. Pricing for our services is generally a fixed amount at a monthly level and is typically due within 30 days upon signing the contract with customers. Unsatisfied performance obligations under advertising contracts are recorded as contract liabilities.

 

Income Taxes

 

The Company records income tax expenses using the asset-and-liability method of accounting for deferred income taxes. Under this method, deferred taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each year-end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Deferred tax assets are reduced by a valuation allowance if, based on available evidence, it is more likely than not that the deferred tax assets will not be realized.

 

When tax returns are filed, it is likely some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more-likely-than-not the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50% likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interest associated with unrecognized tax benefits is classified as interest expense and penalties are classified in general and administrative expenses in the statements of operations.

 

Earnings Per Share

 

The Company computes basic and diluted earnings per share amounts in accordance with ASC Topic 260, Earnings per Share. Basic earnings per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company.

 

As of March 31, 2023 and 2022, the Company does not have any potentially dilutive instrument.

 

Contingencies

 

Certain conditions may exist as of the date the financial statements are issued, which could result in a loss to the Company which will be resolved when one or more future events occur or fail to occur. The Company’s management assesses such contingent liabilities, and such assessment inherently involves judgment. In assessing loss contingencies arising from legal proceedings pending against the Company or unasserted claims that may rise from such proceedings, the Company’s management evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought.

 

If the assessment of a contingency indicates it is probable a material loss will be incurred and the amount of the loss can be reasonably estimated, then the estimated loss is accrued in the Company’s financial statements. If the assessment indicates a material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material would be disclosed.

 

 

Fair Value Measurements

 

Fair value accounting establishes a framework for measuring fair value and expands disclosure about fair value measurements. Fair value, which is defined 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. This framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels as follows:

 

  Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
     
  Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liabilities, either directly or indirectly, for substantially the full term of the financial instruments.
     
  Level 3 inputs to the valuation methodology are unobservable and significant to the fair value.

 

The Company’s financial instruments consisted of cash, accounts payable, contract liabilities and loan from a shareholder. The estimated fair value of those balances approximates the carrying amount due to the short maturity of these instruments.

 

Recent Accounting Pronouncements

 

Credit Losses

 

In June 2016, the FASB issued ASU No. 2016-13, (Topic 326), Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments which amends the current accounting guidance and requires the use of the new forward-looking “expected loss” model, rather than the “incurred loss” model, which requires all expected losses to be determined based on historical experience, current conditions and reasonable and supportable forecasts. In November 2019, the FASB issued ASU No. 2019-10 to postpone the effective date of ASU No. 2016-13 for public business entities eligible to be smaller reporting companies (SRCs) as defined by the SEC. ASU No. 2016-13 is effective for SRCs for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company adopted ASU 2016-13 on its financial position and results of operations as of April 1, 2023, with no material impact.

 

There were other updates recently issued. The management does not believe that other than the disclosed above, accounting pronouncements the recently issued but not yet adopted will have a material impact on its financial position results of operations or cash flows.

 

v3.23.2
GOING CONCERN
12 Months Ended
Mar. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
GOING CONCERN

NOTE 3 – GOING CONCERN

 

The Company’s financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business. During the year ended March 31, 2023, the Company incurred a net loss of $36,630. The Company had an accumulated deficit of $276,332 as of March 31, 2023 and negative working capital of $86,647. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.

 

Management’s plan to alleviate the substantial doubt about the Company’s ability to continue as a going concern include attempting to improve its business profitability, its ability to generate sufficient cash flow from its operations to meet its operating needs on a timely basis, obtain additional working capital funds from the majority shareholder and President of the Company to eliminate inefficiencies in order to meet its anticipated cash requirements. However, there can be no assurance that these plans and arrangements will be sufficient to fund the Company’s ongoing capital expenditures and other requirements.

 

The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event that the Company cannot continue as a going concern.

 

 

v3.23.2
NOTE RECEIVABLE
12 Months Ended
Mar. 31, 2023
Receivables [Abstract]  
NOTE RECEIVABLE

NOTE 4 – NOTE RECEIVABLE

 

During the year ended March 31, 2020, the Company loaned to Northern Ifurniture Inc in the amount of $70,000, which bears an interest rate at 7% per annum with a maturity on December 2, 2020. On June 25, 2020, Northern Ifurniture Inc. repaid note receivable to the Company in the amount of $20,000. On December 1, 2020, the Company approved to extend the maturity date to June 30, 2021, and then on June 29, 2021, the Company approved the second amendment and extended the maturity date to September 30, 2021. In September 2021, the note receivable was repaid in its entirety. For the years ended March 31, 2023 and 2022, the interest income were $nil and $1,574, respectively.

 

v3.23.2
RELATED PARTY TRANSACTIONS
12 Months Ended
Mar. 31, 2023
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS

NOTE 5 – RELATED PARTY TRANSACTIONS

 

Lease

 

The Company has been provided office space by its former President – Mr. Zhang at no cost. The management determined that such cost is immaterial and did not recognize the rent expense in its financial statements.

 

Loan

 

In August 2019, the Company borrowed $71,000 from the President of the Company, which bears no interest with a maturity in December 2021. During the year ended March 31, 2022, the Company repaid $17,000 to the President of the Company after borrowed $5,000 more fund in May 2021. On December 29, 2022 and 2021, the Company and our former President verbally amended the loan agreement and extend the maturity date to December 31, 2023 and 2022, respectively. During the year ended March 31, 2023, the Company received additional loan of $24,300 from the former President.

 

As of March 31, 2023 and 2022, the outstanding balance of shareholder loan was $83,300 and $59,000, respectively. Upon consummated the change of control resulted from the SPA entered on April 10, 2023, $83,300 shareholder loan was waived by the former President of the Company in its entirety.

 

v3.23.2
CONTRACT LIABILITIES
12 Months Ended
Mar. 31, 2023
Revenue from Contract with Customer [Abstract]  
CONTRACT LIABILITIES

NOTE 6 – CONTRACT LIABILITIES

 

Contract liabilities represent payments received in advance of performance under the contract for the unsatisfied performance obligation and are realized when the associated revenue is recognized under the advertising contracts. As of March 31, 2023 and 2022, contract liabilities were $2,800 and $5,600, respectively.

 

v3.23.2
SHAREHOLDERS’ EQUITY
12 Months Ended
Mar. 31, 2023
Equity [Abstract]  
SHAREHOLDERS’ EQUITY

NOTE 7 – SHAREHOLDERS’ EQUITY

 

On October 11, 2021, the Company amended its article with New York State to increase the authorized Class A common shares with a par value of $0.001 to 100,000,000 shares, and to add 20,000,000 shares of preferred stock with a par value of $0.001.

 

v3.23.2
INCOME TAX
12 Months Ended
Mar. 31, 2023
Income Tax Disclosure [Abstract]  
INCOME TAX

NOTE 8 – INCOME TAX

 

As of March 31, 2023 and 2022, the Company has incurred an accumulated net loss of approximately $276,332 and $239,702 which resulted in a net operating loss for income tax purposes. NOLs can carry forward indefinitely up to offset 80 percent of taxable income after CARES Act effect on December 31, 2017. The deferred tax asset has been fully reserved for valuation allowance as the Company believes they will most-likely-than-not realize the benefits.

 

Reconciliation of income tax provision and the accounting profit multiplied by U.S. federal income tax rate for the years ended March 31, 2023 and 2022:

 

   2023   2022 
   Years Ended March 31, 
   2023   2022 
Loss at 21% and 7.5% Federal and State statutory tax rate  $(29,122)  $(11,945)
           
Increase (decrease) in income taxes resulting from:          
Net operating loss carry forward   -    - 
Change in valuation allowance   29,122    11,945 
Income tax provision  $-   $- 

 

In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, management has established a full valuation allowance against all of the deferred tax assets for every period because it is more likely than not that all of the deferred tax assets will not be realized.

 

v3.23.2
SUBSEQUENT EVENTS
12 Months Ended
Mar. 31, 2023
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

NOTE 9 – SUBSEQUENT EVENTS

 

In accordance with ASC 855, “Subsequent Events”, the Company has evaluated subsequent events through the date of issuance of these financial statements and no subsequent events were noted except the ones disclosed under Note 1 and Note 5. 

v3.23.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
12 Months Ended
Mar. 31, 2023
Accounting Policies [Abstract]  
Basis of Presentation

Basis of Presentation

 

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles used in the United States of America. The financial statements are presented in US dollar, which is the Company’s functional currency.

 

Use of Estimates

Use of Estimates

 

The accompanying financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (the “SEC”).

 

The preparation of the Company’s financial statements in conformity with GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the financial statements and footnotes thereto. Actual results may differ from those estimates and assumptions.

 

Cash and Cash Equivalents

Cash and Cash Equivalents

 

Cash and cash equivalents include cash in banks, bank deposits, and highly liquid investments with maturities of three months or less at the date of origination.

 

Intangible assets, net

Intangible assets, net

 

The Company’s intangible asset with definite useful lives consists of a website. The Company typically amortizes its intangible asset with definite useful lives on a straight-line basis over the shorter of the contractual terms or the estimated useful lives. The Company estimate the useful lives of the website is 10 years.

 

The website – www.Dazhong368.com (the “Website”) was acquired from an entity under common control by issuing 10 million shares of Class A common stock in September 2019, and the $nil carry value of the website at the related party’s book was transferred for the assets purchase. As of March 31, 2023 and 2022, the Company had $nil intangible assets.

 

Impairment of Long-Lived and Intangible Assets

Impairment of Long-Lived and Intangible Assets

 

Management reviews long-lived assets and certain identifiable intangible assets with finite lives for impairment in accordance with Accounting Standards Codification (“ASC”) 360, Property, Plant, and Equipment. Goodwill and intangible assets not subject to amortization are reviewed annually for impairment in accordance with ASC 350, Intangibles — Goodwill and Other, or more often if there are indications of possible impairment.

 

The analysis to determine whether or not an asset is impaired requires significant judgment that is dependent on internal forecasts, including estimated future cash flows, estimates of long-term growth rates for our business, the expected life over which cash flows will be realized and assumed royalty and discount rates. Changes in these estimates and assumptions could materially affect the determination of fair value and any impairment charge. While the fair value of these assets exceeds their carrying value based on management’s current estimates and assumptions, materially different estimates and assumptions in the future in response to changing economic conditions, changes in the business, increased competition or loss of market share, product innovation or obsolescence, product claims that result in a significant loss of sales or profitability over the product life or for other reasons could result in the recognition of impairment losses.

 

 

Revenue Recognition

Revenue Recognition

 

Revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. The Company determines revenue recognition by applying the following steps: 1) identification of the contract, or contracts, with a customer; 2) identification of the performance obligations in the contract; 3) determination of the transaction price; 4) allocation of the transaction price to the performance obligations in the contract; and 5) recognition of revenue when, or as, we satisfy a performance obligation.

 

Advertising revenue is generated by displaying advertising products on our website. The Company recognizes revenue from the display of impression-based advertisements in the contracted period in which the impressions are displayed. Impressions are considered delivered when an advertisement is displayed to the Website visitors. In general, the Company presents advertising revenue on a gross basis, since the Company controls the advertising inventory before it is transferred to its customers. Control of advertisement inventory is evidenced by the Company’s sole ability to monetize the advertising inventory before it is transferred to our customers. Pricing for our services is generally a fixed amount at a monthly level and is typically due within 30 days upon signing the contract with customers. Unsatisfied performance obligations under advertising contracts are recorded as contract liabilities.

 

Income Taxes

Income Taxes

 

The Company records income tax expenses using the asset-and-liability method of accounting for deferred income taxes. Under this method, deferred taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each year-end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Deferred tax assets are reduced by a valuation allowance if, based on available evidence, it is more likely than not that the deferred tax assets will not be realized.

 

When tax returns are filed, it is likely some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more-likely-than-not the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50% likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interest associated with unrecognized tax benefits is classified as interest expense and penalties are classified in general and administrative expenses in the statements of operations.

 

Earnings Per Share

Earnings Per Share

 

The Company computes basic and diluted earnings per share amounts in accordance with ASC Topic 260, Earnings per Share. Basic earnings per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company.

 

As of March 31, 2023 and 2022, the Company does not have any potentially dilutive instrument.

 

Contingencies

Contingencies

 

Certain conditions may exist as of the date the financial statements are issued, which could result in a loss to the Company which will be resolved when one or more future events occur or fail to occur. The Company’s management assesses such contingent liabilities, and such assessment inherently involves judgment. In assessing loss contingencies arising from legal proceedings pending against the Company or unasserted claims that may rise from such proceedings, the Company’s management evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought.

 

If the assessment of a contingency indicates it is probable a material loss will be incurred and the amount of the loss can be reasonably estimated, then the estimated loss is accrued in the Company’s financial statements. If the assessment indicates a material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material would be disclosed.

 

 

Fair Value Measurements

Fair Value Measurements

 

Fair value accounting establishes a framework for measuring fair value and expands disclosure about fair value measurements. Fair value, which is defined 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. This framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels as follows:

 

  Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
     
  Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liabilities, either directly or indirectly, for substantially the full term of the financial instruments.
     
  Level 3 inputs to the valuation methodology are unobservable and significant to the fair value.

 

The Company’s financial instruments consisted of cash, accounts payable, contract liabilities and loan from a shareholder. The estimated fair value of those balances approximates the carrying amount due to the short maturity of these instruments.

 

Recent Accounting Pronouncements

Recent Accounting Pronouncements

 

Credit Losses

 

In June 2016, the FASB issued ASU No. 2016-13, (Topic 326), Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments which amends the current accounting guidance and requires the use of the new forward-looking “expected loss” model, rather than the “incurred loss” model, which requires all expected losses to be determined based on historical experience, current conditions and reasonable and supportable forecasts. In November 2019, the FASB issued ASU No. 2019-10 to postpone the effective date of ASU No. 2016-13 for public business entities eligible to be smaller reporting companies (SRCs) as defined by the SEC. ASU No. 2016-13 is effective for SRCs for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company adopted ASU 2016-13 on its financial position and results of operations as of April 1, 2023, with no material impact.

 

There were other updates recently issued. The management does not believe that other than the disclosed above, accounting pronouncements the recently issued but not yet adopted will have a material impact on its financial position results of operations or cash flows.

v3.23.2
INCOME TAX (Tables)
12 Months Ended
Mar. 31, 2023
Income Tax Disclosure [Abstract]  
SCHEDULE OF RECONCILIATION OF INCOME TAX PROVISION

Reconciliation of income tax provision and the accounting profit multiplied by U.S. federal income tax rate for the years ended March 31, 2023 and 2022:

 

   2023   2022 
   Years Ended March 31, 
   2023   2022 
Loss at 21% and 7.5% Federal and State statutory tax rate  $(29,122)  $(11,945)
           
Increase (decrease) in income taxes resulting from:          
Net operating loss carry forward   -    - 
Change in valuation allowance   29,122    11,945 
Income tax provision  $-   $- 
v3.23.2
ORGANIZATION AND PRINCIPAL ACTIVITIES (Details Narrative) - USD ($)
1 Months Ended 12 Months Ended
Apr. 10, 2023
Jul. 01, 2019
Sep. 30, 2019
Mar. 31, 2023
Mar. 31, 2022
Entity Incorporation, State or Country Code       NY  
Date of incorporation       Dec. 29, 2014  
Shares transferred to buyer     10,000,000    
Common stock outstanding       29,995,000 29,995,000
Stock Purchase Agreement [Member] | Dazhong 368 Inc [Member]          
Equity ownership percentage   90.00%      
Stock Purchase Agreement [Member] | MR Barry Wan [Member] | Subsequent Event [Member]          
Shares transferred to buyer 29,215,000        
Equity ownership percentage 97.00%        
Stock purchase price $ 400,000.00        
Common stock outstanding 29,995,000        
Dazhong 368 Inc [Member] | Stock Purchase Agreement [Member]          
Shares transferred to buyer   9,000,000      
v3.23.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)
shares in Millions
1 Months Ended 12 Months Ended
Sep. 30, 2019
Mar. 31, 2023
Mar. 31, 2022
Accounting Policies [Abstract]      
Estimated useful lives of website   10 years  
Shares acquired from entities 10    
Website carry value    
Intangible assets  
v3.23.2
GOING CONCERN (Details Narrative) - USD ($)
12 Months Ended
Mar. 31, 2023
Mar. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]    
Net loss $ 36,630 $ 43,436
Accumulated deficit 276,332 $ 239,702
Working capital $ 86,647  
v3.23.2
NOTE RECEIVABLE (Details Narrative) - USD ($)
12 Months Ended
Jun. 29, 2021
Dec. 01, 2020
Jun. 26, 2020
Mar. 31, 2023
Mar. 31, 2022
Mar. 31, 2020
Repayment for note receivable       $ 50,863  
Northern Ifurniture Inc [Member]            
Notes receivable           $ 70,000
Interest rate           7.00%
Maturity date Sep. 30, 2021 Jun. 30, 2021       Dec. 02, 2020
Repayment for note receivable     $ 20,000      
Interest income       $ 1,574  
v3.23.2
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)
1 Months Ended 12 Months Ended
Dec. 29, 2022
Dec. 29, 2021
May 31, 2021
Aug. 31, 2019
Mar. 31, 2023
Mar. 31, 2022
Apr. 10, 2023
Related Party Transaction [Line Items]              
Related party debt         $ 24,300 $ 5,000  
Repayments of related party debt         17,000  
Related Party [Member]              
Related Party Transaction [Line Items]              
Loan from a shareholder         83,300 59,000  
Related Party [Member] | Subsequent Event [Member]              
Related Party Transaction [Line Items]              
Loan from a shareholder             $ 83,300
President [Member]              
Related Party Transaction [Line Items]              
Related party debt     $ 5,000 $ 71,000      
Amendment maturity date December 31, 2023 December 31, 2022   December 2021      
Repayments of related party debt           $ 17,000  
Former President [Member]              
Related Party Transaction [Line Items]              
Related party debt         $ 24,300    
v3.23.2
CONTRACT LIABILITIES (Details Narrative) - USD ($)
Mar. 31, 2023
Mar. 31, 2022
Revenue from Contract with Customer [Abstract]    
Contract with customer liability current $ 2,800 $ 5,600
v3.23.2
SHAREHOLDERS’ EQUITY (Details Narrative) - $ / shares
Mar. 31, 2023
Mar. 31, 2022
Oct. 11, 2021
Class of Stock [Line Items]      
Common stock, par value $ 0.001 $ 0.001  
Common stock, shares authorized 100,000,000 100,000,000  
Preferred stock, shares authorized 20,000,000 20,000,000  
Preferred stock, par value $ 0.001 $ 0.001  
Common Class A [Member]      
Class of Stock [Line Items]      
Common stock, par value     $ 0.001
Common stock, shares authorized     100,000,000
Preferred stock, shares authorized     20,000,000
Preferred stock, par value     $ 0.001
v3.23.2
SCHEDULE OF RECONCILIATION OF INCOME TAX PROVISION (Details) - USD ($)
12 Months Ended
Mar. 31, 2023
Mar. 31, 2022
Income Tax Disclosure [Abstract]    
Loss at 21% and 7.5% Federal and State statutory tax rate $ (29,122) $ (11,945)
Net operating loss carry forward
Change in valuation allowance 29,122 11,945
Income tax provision
v3.23.2
SCHEDULE OF RECONCILIATION OF INCOME TAX PROVISION (Details) (Parenthetical)
12 Months Ended
Mar. 31, 2023
Mar. 31, 2022
Income Tax Disclosure [Abstract]    
Federal statutory tax rate 21.00% 21.00%
State statutory tax rate 7.50% 7.50%
v3.23.2
INCOME TAX (Details Narrative) - USD ($)
12 Months Ended
Mar. 31, 2023
Mar. 31, 2022
Income Tax Disclosure [Abstract]    
Accumulated net loss $ 276,332 $ 239,702
NOL carry forward description NOLs can carry forward indefinitely up to offset 80 percent of taxable income after CARES Act effect on December 31, 2017.  

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