Form 8-K/A - Current report: [Amend]
October 05 2023 - 5:27PM
Edgar (US Regulatory)
0001672571
true
0001672571
2023-10-05
2023-10-05
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment
No. 1)
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date
of Report (date of earliest event reported): October 5, 2023
ANTIAGING
QUANTUM LIVING, Inc.
(Exact
Name of Registrant as Specified in its Charter)
New
York |
|
000-56157 |
|
47-2643986 |
(State
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
133-27
39th Ave #PH2A Flushing, NY |
|
11354 |
(Address
of principal executive offices) |
|
(Zip
Code) |
(929)
- 527-5382
(Registrant’s
telephone number, including area code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
|
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.
Securities
registered pursuant to Section 12(b) of the Act: None
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
N/A
|
|
N/A
|
|
N/A
|
Explanatory
Note
Antiaging
Quantum Living Inc. (A.K.A. Achison, Inc.) is filing this Amendment No. 1 to its Current report on Form 8-K (“Amendment No. 1”)
to amend its Current Report on Form 8-K, as originally filed with the U.S. Securities and Exchange Commission on April 13, 2023 (the
“Original Form 8-K”), solely for the purpose of correcting item 5.01.
ITEM
5.01. CHANGES IN CONTROL OF REGISTRANT
On
March 21, 2023, Barry Wan entered into a stock purchase agreement acquiring control of 29,215,000 restricted shares of common stock (the
“Purchased Shares”) of Achison Inc. (A.K.A. “Antiaging Quantum Living, Inc.”, the “Company”, “us”,
“we” or “our”), representing approximately 97.4% 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”).
On
April 10, 2023, during the closing, Barry Wan assigned all his shares to New Lite Ventures LLC (A.K.A. “New Living Ventures LLC”,
“LLC”), a Delaware Limited Liability Company, with which Barry Wan is the sole member. The foregoing transaction resulted
in a change of control of the Company, with the LLC acquiring 97.4% 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, Dingshan Zhang resigned from all positions
he held with the Company. On April 11, 2023, Jing Wan was appointed by our majority shareholder as our Chief Executive 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.
The
following table sets forth, as of April 13, 2023, the beneficial ownership of the outstanding common stock by: (i) any holder of more
than five (5%) percent; (ii) each of our executive officers and directors; and (iii) our directors and executive officers as a group.
Unless otherwise indicated, each of the stockholders named in the table below has sole voting and dispositive power with respect to such
shares of common stock. As of the date of this Current Report, there are 30 million shares of common stock issued and outstanding.
Name
and Address of Beneficial Owner Directors and Officers: | |
Amount
and Nature of Beneficial Ownership (Common
Shares) | | |
Percentage
of Beneficial Ownership | |
Jing
Wan Chief Executive Officer, President, Director | |
| 0 | | |
| 0 | % |
New
Living Ventures LLC | |
| 29,215,000 | | |
| 97.4 | % |
| |
| | | |
| | |
All
executive officers and directors as a group (1
person) | |
| 0 | | |
| 0 | % |
The
foregoing description of the terms and conditions of the Stock Purchase Agreement does not purport to be a complete description thereof
and is qualified in its entirety by reference to the full text of the Stock Purchase Agreement, a copy of which is attached hereto as
Exhibit 10.1 and is incorporated by reference into this Item 5.01.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
October
5, 2023
ANTIAGING
QUANTUM LIVING, Inc. |
|
|
|
|
|
/s/
Barry Wan |
|
By:
|
Barry
Wan |
|
Title:
|
Chief
Executive Officer |
|
v3.23.3
Cover
|
Oct. 05, 2023 |
Cover [Abstract] |
|
Document Type |
8-K/A
|
Amendment Flag |
true
|
Amendment Description |
Antiaging
Quantum Living Inc. (A.K.A. Achison, Inc.) is filing this Amendment No. 1 to its Current report on Form 8-K (“Amendment No. 1”)
to amend its Current Report on Form 8-K, as originally filed with the U.S. Securities and Exchange Commission on April 13, 2023 (the
“Original Form 8-K”), solely for the purpose of correcting item 5.01.
|
Document Period End Date |
Oct. 05, 2023
|
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 |
133-27
39th Ave #PH2A Flushing
|
Entity Address, State or Province |
NY
|
Entity Address, Postal Zip Code |
11354
|
City Area Code |
(929)
- 527-5382
|
Local Phone Number |
527-5382
|
Written Communications |
false
|
Soliciting Material |
false
|
Pre-commencement Tender Offer |
false
|
Pre-commencement Issuer Tender Offer |
false
|
Entity Emerging Growth Company |
true
|
Elected Not To Use the Extended Transition Period |
false
|
X |
- DefinitionDescription of changes contained within amended document.
+ References
+ Details
Name: |
dei_AmendmentDescription |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Section 14a -Number 240 -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
Achison (PK) (USOTC:ACHN)
Historical Stock Chart
From Apr 2024 to May 2024
Achison (PK) (USOTC:ACHN)
Historical Stock Chart
From May 2023 to May 2024