UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
OF THE SECURITIES EXCHANGE ACT OF 1934
For
the quarterly period ended
or
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to ______
Commission
File Number
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction | (I.R.S. Employer | |
| of Incorporation or Organization) | Identification No.) |
(Address of Principal Executive Offices) (Zip Code)
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | 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.
Securities registered pursuant to Section 12(b) of the Act: None
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐
As of August 2, 2021, the registrant had shares of Class A common stock outstanding.
TABLE OF CONTENTS
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NOTE ABOUT FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Quarterly Report on Form 10-Q other than statements of historical fact, including statements regarding our future results of operations and financial position, our business strategy and plans, and our objectives for future operations, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this Quarterly Report on Form 10-Q may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.
We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.
Unless expressly indicated or the context requires otherwise, the terms “Achison,” “Company,” “we,” “us,” and “our” in this document refer to Achison Inc, a New York corporation.
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PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ACHISON INC
INDEX TO FINANCIAL STATEMENTS
| 4 |
ACHISON INC
UNAUDITED CONDENSED BALANCE SHEETS
AS OF JUNE 30, 2021 AND MARCH 31, 2021
| June 30, | March 31, | |||||||
| 2021 | 2021 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Notes receivable | ||||||||
| Total Current Assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Deferred revenue | $ | $ | ||||||
| Shareholder loans | ||||||||
| Total Current Liabilities | ||||||||
| TOTAL LIABILITIES | $ | $ | ||||||
| STOCKHOLDERS’ EQUITY (DEFICIT): | ||||||||
| Class A Common stock ($ par value, shares authorized, shares issued and outstanding as of June 30, 2021 and March 31, 2021) | ||||||||
| Additional Paid in Capital | ||||||||
| Accumulated Deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ Equity (DEFICIT) | ( | ) | ( | ) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | $ | $ | ||||||
The accompanying notes are part of these unaudited condensed financial statements.
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ACHISON INC
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED JUNE 30, 2021 AND 2020
| For the three months ended June 30, | ||||||||
| 2021 | 2020 | |||||||
| Revenue | $ | $ | ||||||
| Gross Profit | ||||||||
| Operating Expenses | ||||||||
| General and Administrative expenses | ||||||||
| Total Operating Expenses | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other income | ||||||||
| Interest income | ||||||||
| Other income | ||||||||
| Total other income, net | ||||||||
| Net loss | $ | ( | ) | ( | ) | |||
| Loss per share, basic and diluted | $ | ( | ) | $ | ( | ) | ||
| Weighted average number of shares outstanding, basic and diluted | ||||||||
The accompanying notes are part of these unaudited condensed financial statements.
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ACHISON INC
UNAUDITED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDER’S EQUITY
FOR THE THREE MONTHS ENDED JUNE 30, 2021 AND 2020
| Class A Common Shares | Class A Common Stock Amount | Additional Paid-in Capital | Accumulated Deficit | Total | ||||||||||||||||
| Balances, March 31, 2021 | $ | $ | $ | ( | ) | ( | ) | |||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Balances, June 30, 2021 | $ | $ | $ | ( | ) | ( | ) | |||||||||||||
| Class A Common Shares | Class A Common Stock Amount | Additional Paid-in Capital | Accumulated Deficit | Total | ||||||||||||||||
| Balances, March 31, 2020 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Balances, June 30, 2020 | $ | $ | $ | ( | ) | $ | ||||||||||||||
The accompanying notes are part of these unaudited condensed financial statements.
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ACHISON INC
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED JUNE 30, 2021 AND 2020
| For the three months ended June 30, 2021 | For the three months ended June 30, 2020 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Accrued interest income on note receivable | ( | ) | ( | ) | ||||
| Deferred revenue | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| Notes receivables | - | |||||||
| Net cash provided by investing activities | - | |||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | - | - | ||||||
| Net decrease in Cash | ( | ) | ( | ) | ||||
| Cash at beginning of period: | ||||||||
| Cash at end of period: | $ | $ | ||||||
| SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||||||||
| Income taxes paid | $ | $ | ||||||
| Interest paid | $ | |||||||
The accompanying notes are part of these unaudited condensed financial statements.
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ACHISON INC
NOTES TO THE FINANCIAL STATEMENTS
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
Achison
Inc., the Company, incorporated in the State of
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 shares of Class A common stock of the Company were transferred to the Buyer, representing approximately
Prior to July of 2019 the Company primarily engaged in trading spot gold and silver in Singapore Markets, crypto currency and US equity stocks, however, the Company currently engages only in internet advertising through www.dazhong368.com (the “Website”) in the New York area.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Preparation
In the opinion of management, the unaudited interim condensed financial statements reflect all adjustments of a normal recurring nature that are necessary for a fair presentation of the results for the interim periods presented. However, the results of operations included in such financial statements may not necessary be indicative of annual results.
The Company uses the same accounting policies in preparing quarterly and annual financial statements. Certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted. These unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended March 31, 2021 filed with the Securities and Exchange Commission (“SEC”) on May 25, 2021 (“2020 Form 10-K.”)
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Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain estimates and assumptions that affect the reported amounts and timing of revenues and expenses, the reported amounts and classification of assets and liabilities, and the disclosure of contingent assets and liabilities. Significant areas requiring the use of estimates are assessing the collectability of notes receivable. These estimates and assumptions are based on the Company’s historical results as well as management’s future expectations. The Company’s actual results may vary from those estimates and assumptions.
NOTE 3 – 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 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.
NOTE 4 - RELATED PARTY TRANSACTIONS
The Company has been provided office space by its President at no cost. The management determined that such cost is immaterial and did not recognize the rent expense in its financial statements.
In
August 2019, the Company borrowed $
NOTE 5 – NOTES RECEIVABLE
During
the year ended March 31, 2020, the Company loaned to Northern Ifurniture Inc in the amount of $
NOTE 6 – DEFERRED REVENUE
As
of June 30, 2021 and March 31, 2021, the Company had deferred revenue in the amount of $
During
the three months ended June 30, 2021, the Company received payment in advance from the customers and recognized revenue for the service
provided were in the amount of $
NOTE 7 – RISKS AND UNCERTAINTIES
Concentration of Credit Risks
Financial
instruments that potentially subject the Company to significant concentration of credit risk primarily consist of notes receivable. As
of June 30, 2021 and March 31, 2021, the Company’s notes receivable were $
NOTE 8 – SUBSEQUENT EVENT
The Company has evaluated all other subsequent events through the date these consolidated financial statements were issued and determine that there were no other subsequent events or transactions that require recognition or disclosures in the consolidated financial statements.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
This Quarterly Report on Form 10-Q contains forward-looking statements, particularly those identified with the words, “anticipates,” “believes,” “expects,” “plans,” “intends,” “objectives,” and similar expressions. These statements reflect management’s best judgment based on factors known at the time of such statements. The reader may find discussions containing such forward-looking statements in the material set forth under “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” generally, and specifically therein under the captions “Liquidity and Capital Resources” as well as elsewhere in this Quarterly Report on Form 10-Q. Actual events or results may differ materially from those discussed herein. The forward-looking statements specified in the following information have been compiled by our management on the basis of assumptions made by management and considered by management to be reasonable. Our future operating results, however, are impossible to predict and no representation, guarantee, or warranty is to be inferred from those forward-looking statements. The assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements. No assurance can be given that any of the assumptions relating to the forward-looking statements specified in the following information are accurate, and we assume no obligation to update any such forward-looking statements.
Overview
Achison Inc is a New York corporation formed on December 29, 2014.
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.
The Company currently engages in internet advertising through www.dazhong368.com (the “Website”) in the New York area.
Results of Operation for the three months ended June 30, 2021 and 2020
During the three months ended June 30, 2021 and 2020, the Company generated revenue in the amount of $1,800 and $nil, respectively. The Company started to provide its advertising service since current year after the change of owner. During the three months ended June 30, 2021 and 2020, the Company incurred operating expenses of $16,211 and $31,570, respectively. The decrease was due to the decrease in professional fee in the amount of $15,200 for the three months ended June 30, 2021, compared with the same period of last year. For the three month ended June 30, 2021 and 2020, our net loss was $13,538 and $27,770, respectively. The decrease in net loss was mainly due to the increase in revenue and decrease in operating expenses for the three month ended June 30, 2021, compared to 2020.
Equity and Capital Resources
As of June 30, 2021, we had an accumulated deficit of $209,804. As of June 30, 2021, we had cash of $1,285 and working capital deficit of $19,579.
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 to meet its operating needs on a timely basis, obtain additional working capital funds from the majority shareholder and the 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 unaudited condensed 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 financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires making estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. The estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis of making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
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For a detailed discussion about the Company’s significant accounting policies, refer to note 1. Nature of business and summary of significant accounting policies in the Company’s financial statements included in Company’s March 31, 2021 Form 10-K. Management believes that the application of these policies on a consistent basis enables us to provide useful and reliable financial information about our operating results and financial condition.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
As a “small reporting company” we are not required to provide this information under this item pursuant to Regulation S-K.
Item 4. 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 Quarterly Report on Form 10-Q, 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 June 30, 2021 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.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or Rule 15d-15 under the Exchange Act that occurred during the quarter ended June 30, 2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II – OTHER INFORMATION
Item 1. Legal Proceedings.
None
Item 1A. Risk Factors.
As a “smaller reporting company”, we are not required to provide this information under this item pursuant to Regulation S-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None
| 13 |
Item 6. Exhibits
Exhibit Number |
Description of Exhibit | |
| 31.1* | Certification of Chief Executive Officer pursuant to the Securities Exchange Act Rules 13a-14(a) and 15d-14(a) | |
| 31.2* | Certification of Chief Financial Officer pursuant to the Securities Exchange Act Rules 13a-14(a) and 15d-14(a) | |
| 32.1* | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 | |
| 101.INS | XBRL Instance Document | |
| 101.SCH | XBRL Taxonomy Extension Schema Document | |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | |
* Filed herewith.
| 14 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| ACHISON INC | |
| Date: August 3, 2021 | /s/ Dingshan Zhang |
| Dingshan Zhang, President | |
| (Principal Executive Officer) | |
| Date: August 3, 2021 | /s/ Dingshan Zhang |
| Dingshan Zhang, Chief Financial Officer | |
| (Principal Financial and Accounting Officer) |
| 15 |
EXHIBIT INDEX
Exhibit Number |
Description of Exhibit | |
| 31.1* | Certification of Chief Executive Officer pursuant to the Securities Exchange Act Rules 13a-14(a) and 15d-14(a) | |
| 31.2* | Certification of Chief Financial Officer pursuant to the Securities Exchange Act Rules 13a-14(a) and 15d-14(a) | |
| 32.1* | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 | |
| 101.INS | XBRL Instance Document | |
| 101.SCH | XBRL Taxonomy Extension Schema Document | |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | |
* Filed herewith.
| 16 |
EXHIBIT 31.1
CERTIFICATION
I, Dingshan Zhang, certify that:
| 1. | I have reviewed this report on Form 10-Q of Achison 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/ Dingshan Zhang | |
| Dingshan Zhang | |
| President (Principal Executive Officer) | |
| August 3, 2021 |
EXHIBIT 31.2
CERTIFICATION
I, Dingshan Zhang, certify that:
| 1. | I have reviewed this report on Form 10-Q of Achison 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/ Dingshan Zhang | |
| Dingshan Zhang | |
| Chief Financial Officer | |
| August 3, 2021 |
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 Achison Inc (the “Company”) on Form 10-Q for the period ending June 30, 2021 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/ Dingshan Zhang | |
| Dingshan Zhang | |
| President (Principal Executive Officer) | |
| August 3, 2021 | |
| /s/ Dingshan Zhang | |
| Dingshan Zhang | |
| Chief Financial Officer | |
| August 3, 2021 |
Condensed Balance Sheets (Unaudited) - USD ($) |
Jun. 30, 2021 |
Mar. 31, 2021 |
|---|---|---|
| CURRENT ASSETS | ||
| Cash and cash equivalents | $ 1,285 | $ 17,496 |
| Notes receivable | 51,736 | 50,863 |
| Total Current Assets | 53,021 | 68,359 |
| TOTAL ASSETS | 53,021 | 68,359 |
| CURRENT LIABILITIES: | ||
| Deferred revenue | 1,600 | 3,400 |
| Shareholder loans | 71,000 | 71,000 |
| Total Current Liabilities | 72,600 | 74,400 |
| TOTAL LIABILITIES | 72,600 | 74,400 |
| STOCKHOLDERS’ EQUITY (DEFICIT): | ||
| Class A Common stock ($0.001 par value, 30,000,000 shares authorized, 29,995,000 shares issued and outstanding as of June 30, 2021 and March 31, 2021) | 29,995 | 29,995 |
| Additional Paid in Capital | 160,230 | 160,230 |
| Accumulated Deficit | (209,804) | (196,266) |
| Total Stockholders’ Equity (DEFICIT) | (19,579) | (6,041) |
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | $ 53,021 | $ 68,359 |
Condensed Balance Sheets (Unaudited) (Parenthetical) - $ / shares |
Jun. 30, 2021 |
Mar. 31, 2021 |
|---|---|---|
| Statement of Financial Position [Abstract] | ||
| Class A Common stock, par value | $ 0.001 | $ 0.001 |
| Common Stock, Shares Authorized | 30,000,000 | 30,000,000 |
| Common Stock, Shares, Issued | 29,995,000 | 29,995,000 |
| Common Stock, Shares, Outstanding | 29,995,000 | 29,995,000 |
Condensed Statements of Operations (Unaudited) - USD ($) |
3 Months Ended | |
|---|---|---|
Jun. 30, 2021 |
Jun. 30, 2020 |
|
| Income Statement [Abstract] | ||
| Revenue | $ 1,800 | |
| Gross Profit | 1,800 | |
| Operating Expenses | ||
| General and Administrative expenses | 16,211 | 31,570 |
| Total Operating Expenses | 16,211 | 31,570 |
| Loss from operations | (14,411) | (31,570) |
| Other income | ||
| Interest income | 873 | 2,800 |
| Other income | 1,000 | |
| Total other income, net | 873 | 3,800 |
| Net loss | $ (13,538) | $ (27,770) |
| Loss per share, basic and diluted | $ (0.00) | $ (0.00) |
| Weighted average number of shares outstanding, basic and diluted | 29,995,000 | 29,995,000 |
Condensed Statements of Changes in Stockholder's Equity (Unaudited) - USD ($) |
Common Stock [Member] |
Additional Paid-in Capital [Member] |
Retained Earnings [Member] |
Total |
|---|---|---|---|---|
| Beginning Balance, value at Mar. 31, 2020 | $ 29,995 | $ 160,230 | $ (129,754) | $ 60,471 |
| Beginning Balance, shares at Mar. 31, 2020 | 29,995,000 | |||
| Net loss | (27,770) | (27,770) | ||
| Ending Balance, value at Jun. 30, 2020 | $ 29,995 | 160,230 | (157,524) | 32,701 |
| Ending Balance, shares at Jun. 30, 2020 | 29,995,000 | |||
| 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 | (13,538) | (13,538) | ||
| Ending Balance, value at Jun. 30, 2021 | $ 29,995 | $ 160,230 | $ (209,804) | $ (19,579) |
| Ending Balance, shares at Jun. 30, 2021 | 29,995,000 |
Condensed Statements of Cash Flows (Unaudited) - USD ($) |
3 Months Ended | |
|---|---|---|
Jun. 30, 2021 |
Jun. 30, 2020 |
|
| CASH FLOWS FROM OPERATING ACTIVITIES | ||
| Net loss | $ (13,538) | $ (27,770) |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||
| Accrued interest income on note receivable | (873) | (2,800) |
| Deferred revenue | (1,800) | |
| Net cash used in operating activities | (16,211) | (30,570) |
| CASH FLOWS FROM INVESTING ACTIVITIES | ||
| Notes receivables | 20,000 | |
| Net cash provided by investing activities | 20,000 | |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||
| Net decrease in Cash | (16,211) | (10,570) |
| Cash at beginning of period: | 17,496 | 61,471 |
| Cash at end of period: | 1,285 | 50,901 |
| SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||
| Income taxes paid | ||
| Interest paid | ||
ORGANIZATION AND DESCRIPTION OF BUSINESS |
3 Months Ended |
|---|---|
Jun. 30, 2021 | |
| Accounting Policies [Abstract] | |
| ORGANIZATION AND DESCRIPTION OF BUSINESS | NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
Achison Inc., the Company, incorporated in 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 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 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 July of 2019 the Company primarily engaged in trading spot gold and silver in Singapore Markets, crypto currency and US equity stocks, however, the Company currently engages only in internet advertising through www.dazhong368.com (the “Website”) in the New York area.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
3 Months Ended |
|---|---|
Jun. 30, 2021 | |
| Accounting Policies [Abstract] | |
| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Preparation
In the opinion of management, the unaudited interim condensed financial statements reflect all adjustments of a normal recurring nature that are necessary for a fair presentation of the results for the interim periods presented. However, the results of operations included in such financial statements may not necessary be indicative of annual results.
The Company uses the same accounting policies in preparing quarterly and annual financial statements. Certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted. These unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended March 31, 2021 filed with the Securities and Exchange Commission (“SEC”) on May 25, 2021 (“2020 Form 10-K.”)
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain estimates and assumptions that affect the reported amounts and timing of revenues and expenses, the reported amounts and classification of assets and liabilities, and the disclosure of contingent assets and liabilities. Significant areas requiring the use of estimates are assessing the collectability of notes receivable. These estimates and assumptions are based on the Company’s historical results as well as management’s future expectations. The Company’s actual results may vary from those estimates and assumptions.
|
GOING CONCERN ASSESSMENT |
3 Months Ended |
|---|---|
Jun. 30, 2021 | |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| GOING CONCERN ASSESSMENT | NOTE 3 – 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 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.
|
RELATED PARTY TRANSACTIONS |
3 Months Ended |
|---|---|
Jun. 30, 2021 | |
| Related Party Transactions [Abstract] | |
| RELATED PARTY TRANSACTIONS | NOTE 4 - RELATED PARTY TRANSACTIONS
The Company has been provided office space by its President at no cost. The management determined that such cost is immaterial and did not recognize the rent expense in its financial statements.
In August 2019, the Company borrowed $71,000 from the President of the Company, bearing no interest and due in December 2021.
|
NOTES RECEIVABLE |
3 Months Ended |
|---|---|
Jun. 30, 2021 | |
| Receivables [Abstract] | |
| NOTES RECEIVABLE | NOTE 5 – NOTES RECEIVABLE
During the year ended March 31, 2020, the Company loaned to Northern Ifurniture Inc in the amount of $70,000 bearing 7% interest rate and due on December 2, 2020. On June 26, 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 to extend the maturity date to September 30, 2021. As of June 30, 2021, the outstanding loan from Northern Ifurniture Inc. was in the amount of $51,736, among which $1,736 was the interest accrued. For the three months ended June 30, 2021 and 2020, the interest income was in the amount of $873 and $2,800, respectively.
|
DEFERRED REVENUE |
3 Months Ended |
|---|---|
Jun. 30, 2021 | |
| Revenue from Contract with Customer [Abstract] | |
| DEFERRED REVENUE | NOTE 6 – DEFERRED REVENUE
As of June 30, 2021 and March 31, 2021, the Company had deferred revenue in the amount of $1,600 and $3,400, respectively, representing the payment received in advance from the customers for our service to be provided.
During the three months ended June 30, 2021, the Company received payment in advance from the customers and recognized revenue for the service provided were in the amount of $0 and $1,800, respectively.
|
RISKS AND UNCERTAINTIES |
3 Months Ended |
|---|---|
Jun. 30, 2021 | |
| Risks and Uncertainties [Abstract] | |
| RISKS AND UNCERTAINTIES | NOTE 7 – RISKS AND UNCERTAINTIES
Concentration of Credit Risks
Financial instruments that potentially subject the Company to significant concentration of credit risk primarily consist of notes receivable. As of June 30, 2021 and March 31, 2021, the Company’s notes receivable were $51,736 and $50,863 outstanding from Northern Ifurniture Inc.
|
SUBSEQUENT EVENT |
3 Months Ended |
|---|---|
Jun. 30, 2021 | |
| Subsequent Events [Abstract] | |
| SUBSEQUENT EVENT | NOTE 8 – SUBSEQUENT EVENT
The Company has evaluated all other subsequent events through the date these consolidated financial statements were issued and determine that there were no other subsequent events or transactions that require recognition or disclosures in the consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) |
3 Months Ended |
|---|---|
Jun. 30, 2021 | |
| Accounting Policies [Abstract] | |
| Basis of Preparation | Basis of Preparation
In the opinion of management, the unaudited interim condensed financial statements reflect all adjustments of a normal recurring nature that are necessary for a fair presentation of the results for the interim periods presented. However, the results of operations included in such financial statements may not necessary be indicative of annual results.
The Company uses the same accounting policies in preparing quarterly and annual financial statements. Certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted. These unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended March 31, 2021 filed with the Securities and Exchange Commission (“SEC”) on May 25, 2021 (“2020 Form 10-K.”)
|
| Use of Estimates | Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain estimates and assumptions that affect the reported amounts and timing of revenues and expenses, the reported amounts and classification of assets and liabilities, and the disclosure of contingent assets and liabilities. Significant areas requiring the use of estimates are assessing the collectability of notes receivable. These estimates and assumptions are based on the Company’s historical results as well as management’s future expectations. The Company’s actual results may vary from those estimates and assumptions. |
ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Narrative) - shares |
3 Months Ended | |
|---|---|---|
Jul. 02, 2019 |
Jun. 30, 2021 |
|
| Business Acquisition [Line Items] | ||
| Entity incorporation state code | NY | |
| Date of incorporation | Dec. 29, 2014 | |
| Dazhong 368 Inc [Member] | ||
| Business Acquisition [Line Items] | ||
| Share issue for acquisition of Class A common stock | 9,000,000 | |
| Ownership percentage by parent | 90.00% |
RELATED PARTY TRANSACTIONS (Details Narrative) - President [Member] |
1 Months Ended |
|---|---|
|
Aug. 31, 2019
USD ($)
| |
| Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |
| Borrowings | $ 71,000 |
| Debt instrument maturity date | December 2021 |
NOTES RECEIVABLE (Details Narrative) - USD ($) |
3 Months Ended | 12 Months Ended | |||||
|---|---|---|---|---|---|---|---|
Jun. 29, 2021 |
Dec. 01, 2020 |
Jun. 26, 2020 |
Jun. 30, 2021 |
Jun. 30, 2020 |
Mar. 31, 2020 |
Mar. 31, 2021 |
|
| Dazhong 368 Inc [Member] | |||||||
| Financing Receivable, Troubled Debt Restructuring [Line Items] | |||||||
| Outstanding loan | $ 51,736 | ||||||
| Interest accrued | 1,736 | ||||||
| Northern Ifurniture Inc [Member] | |||||||
| Financing Receivable, Troubled Debt Restructuring [Line Items] | |||||||
| Notes receivable | 51,736 | $ 70,000 | $ 50,863 | ||||
| Interest rate | 7.00% | ||||||
| Maturity date | Dec. 02, 2020 | ||||||
| Proceeds from repayment of note receivable | $ 20,000 | ||||||
| Interest income | $ 873 | $ 2,800 | |||||
| Northern Ifurniture Inc [Member] | Extended Maturity [Member] | |||||||
| Financing Receivable, Troubled Debt Restructuring [Line Items] | |||||||
| Maturity date | Sep. 30, 2021 | Jun. 30, 2021 | |||||
DEFERRED REVENUE (Details Narrative) - USD ($) |
3 Months Ended | ||
|---|---|---|---|
Jun. 30, 2021 |
Jun. 30, 2020 |
Mar. 31, 2021 |
|
| Revenue from Contract with Customer [Abstract] | |||
| Deferred revenue | $ 1,600 | $ 3,400 | |
| Payment received in advance from the customers | 0 | ||
| Revenue - service | $ 1,800 | ||
RISKS AND UNCERTAINTIES (Details Narrative) - USD ($) |
Jun. 30, 2021 |
Mar. 31, 2021 |
Mar. 31, 2020 |
|---|---|---|---|
| Northern Ifurniture Inc [Member] | |||
| Entity Listings [Line Items] | |||
| Notes receivable | $ 51,736 | $ 50,863 | $ 70,000 |
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