SEC Info - Achison Inc. - ‘10-Q’ for 6/30/22

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		Alternative Formats (Word, et al.) Balance Sheets as of June 30, 2022 (unaudited) and March 31, 2022 Controls and Procedures Defaults Upon Senior Securities Exhibit Index Exhibits Financial Information Financial Statements Legal Proceedings Management's Discussion and Analysis of Financial Condition and Results of Operation Mine Safety Disclosures Note about Forward-Looking Statements Notes to Unaudited Financial Statements Other Information Part I -- Financial Information Part Ii -- Other Information Quantitative and Qualitative Disclosures About Market Risk Risk Factors Signatures Statement of Operations (unaudited) for the three months ended June 30, 2022 and 2021 Statements of Cash Flows (unaudited) for the three months ended June 30, 2022 and 2021 Statements of Changes in Stockholders' Deficit (unaudited) for the three months ended June 30, 2022 and 2021 Statements of Operations (unaudited) for the three months ended June 30, 2022 and 2021 Unregistered Sales of Equity Securities and Use of Proceeds
1	1st Page – Filing Submission
"	Note about Forward-Looking Statements
"	Part I -- Financial Information
"	Financial Statements
"	Balance Sheets as of June 30, 2022 (unaudited) and March 31, 2022
"	Statement of Operations (unaudited) for the three months ended June 30, 2022 and 2021
"	Statements of Operations (unaudited) for the three months ended June 30, 2022 and 2021
"	Statements of Changes in Stockholders' Deficit (unaudited) for the three months ended June 30, 2022 and 2021
"	Statements of Cash Flows (unaudited) for the three months ended June 30, 2022 and 2021
"	Notes to Unaudited Financial Statements
"	Management's Discussion and Analysis of Financial Condition and Results of Operation
"	Quantitative and Qualitative Disclosures About Market Risk
"	Controls and Procedures
"	Part Ii -- Other Information
"	Legal Proceedings
"	Risk Factors
"	Unregistered Sales of Equity Securities and Use of Proceeds
"	Defaults Upon Senior Securities
"	Mine Safety Disclosures
"	Exhibits
"	Signatures
"	Exhibit Index

i 0001672571 i false i Q1 i --03-31 i 2023 i i i i i i i i i i i i i i i i i i i i i i i i i i i i i i i 0001672571 2022-04-01 2022-06-30 0001672571 2022-08-12 0001672571 2022-06-30 0001672571 2022-03-31 0001672571 2021-04-01 2021-06-30 0001672571 us-gaap:PreferredStockMember 2022-03-31 0001672571 us-gaap:CommonStockMember us-gaap:CommonClassAMember 2022-03-31 0001672571 us-gaap:AdditionalPaidInCapitalMember 2022-03-31 0001672571 us-gaap:RetainedEarningsMember 2022-03-31 0001672571 us-gaap:PreferredStockMember 2021-03-31 0001672571 us-gaap:CommonStockMember us-gaap:CommonClassAMember 2021-03-31 0001672571 us-gaap:AdditionalPaidInCapitalMember 2021-03-31 0001672571 us-gaap:RetainedEarningsMember 2021-03-31 0001672571 2021-03-31 0001672571 us-gaap:PreferredStockMember 2022-04-01 2022-06-30 0001672571 us-gaap:CommonStockMember us-gaap:CommonClassAMember 2022-04-01 2022-06-30 0001672571 us-gaap:AdditionalPaidInCapitalMember 2022-04-01 2022-06-30 0001672571 us-gaap:RetainedEarningsMember 2022-04-01 2022-06-30 0001672571 us-gaap:PreferredStockMember 2021-04-01 2021-06-30 0001672571 us-gaap:CommonStockMember us-gaap:CommonClassAMember 2021-04-01 2021-06-30 0001672571 us-gaap:AdditionalPaidInCapitalMember 2021-04-01 2021-06-30 0001672571 us-gaap:RetainedEarningsMember 2021-04-01 2021-06-30 0001672571 us-gaap:PreferredStockMember 2022-06-30 0001672571 us-gaap:CommonStockMember us-gaap:CommonClassAMember 2022-06-30 0001672571 us-gaap:AdditionalPaidInCapitalMember 2022-06-30 0001672571 us-gaap:RetainedEarningsMember 2022-06-30 0001672571 us-gaap:PreferredStockMember 2021-06-30 0001672571 us-gaap:CommonStockMember us-gaap:CommonClassAMember 2021-06-30 0001672571 us-gaap:AdditionalPaidInCapitalMember 2021-06-30 0001672571 us-gaap:RetainedEarningsMember 2021-06-30 0001672571 2021-06-30 0001672571 ACHN:Dazhong368IncMember 2019-06-29 2019-07-01 0001672571 srt:PresidentMember 2019-08-31 0001672571 srt:PresidentMember 2019-08-01 2019-08-31 0001672571 srt:PresidentMember 2021-04-01 2022-03-31 0001672571 srt:PresidentMember 2021-05-28 2021-05-31 0001672571 srt:PresidentMember 2021-12-28 2021-12-29 0001672571 srt:PresidentMember 2022-06-30 0001672571 srt:PresidentMember 2022-06-01 2022-06-30 0001672571 2021-04-01 2022-03-31 iso4217:USD xbrli:shares iso4217:USD xbrli:shares xbrli:pure

(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. i Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). i Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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. i ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ i No ☒

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.

The accompanying notes are part of these unaudited condensed financial statements.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS 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.

Achison Inc. (the “Company”) 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 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 on July 1, 2019 which also results 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. Currently, the Company currently engages only in internet advertising through www.dazhong368.com (the “Website”) in the New York area and has plans to seek other profitable business at the same time.

During the three months ended June 30, 2022 and 2021, the Company generated revenue in the amount of $2,400 and $1,800, respectively. The increase was mainly due to our growing online advertising business formally launched in the second half of year 2020. During the three months ended June 30, 2022 and 2021, the Company incurred operating expenses of $23,505 and $16,211, respectively. The increase was mainly due to the increase in professional fees. For the three months ended June 30, 2022 and 2021, our net loss was $21,105 and $13,538, respectively. The increase in net loss was mainly due to the increase in operating expenses for the three months ended June 30, 2022 compared to 2021, partially offset by the increase in revenue.

As of June 30, 2022, we had an accumulated deficit of $260,807. As of June 30, 2022, we had cash of $1,439 and negative working capital of $71,357, 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. These factors and our ability to raise additional capital to accomplish our objectives, raises substantial doubt about our ability to continue as a going concern.

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.

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.

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.

The critical accounting policies are discussed in further detail in the notes to the unaudited financial statements appearing elsewhere in this 10-Q report. 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

As a “small reporting company” we are not required to provide this information under this item pursuant to Regulation S-K.

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, 2022 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.

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, 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

As a “smaller reporting company”, we are not required to provide this information under this item pursuant to Regulation S-K.

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.

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

Large accelerated filer	☐	Accelerated filer	☐
i Non-accelerated filer	☐	Smaller reporting company	i ☒
		Emerging growth company	i ☒


	June 30,			March 31,
	2022			2022
	(Unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	i 1,439		$	i 14,269
Total current assets		i 1,439			i 14,269

Property and equipment, net		i 775			i 854
TOTAL ASSETS	$	i 2,214		$	i 15,123

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Contract liabilities	$	i 3,200		$	i 5,600
Loan from a shareholder		i 61,000			i 59,000
Accrued expense		i 8,596			-
Total current liabilities		i 72,796			i 64,600

TOTAL LIABILITIES		i 72,796			i 64,600

COMMITMENTS AND CONTINGENCIES		-

STOCKHOLDERS EQUITY
Preferred stock: $ i i 0.001 / par value, i i 20,000,000 / shares authorized; i i i i no / / / share issued and outstanding		-			-
Class A Common stock, $ i i 0.001 / par value, i i 100,000,000 / authorized, i i i i 29,995,000 / / / shares issued and outstanding		i 29,995			i 29,995
Additional paid-in capital		i 160,230			i 160,230
Accumulated deficit		( i 260,807	)		( i 239,702	)
TOTAL STOCKHOLDERS’ DEFICIT		( i 70,582	)		( i 49,477	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	i 2,214		$	i 15,123


	Three Months Ended June 31,
	2022			2021

Revenue	$	i 2,400		$	i 1,800
Gross profit		i 2,400			i 1,800

Operating expenses:
General and administrative		i 23,505			i 16,211
Total operating expenses		i 23,505			i 16,211

Loss from operations		( i 21,105	)		( i 14,411	)

Other income (expenses):
Interest income		-			i 873
Total other income, net		-			i 873

Loss before income tax		( i 21,105	)		( i 13,538	)
Income tax expense		-			-

Net loss	$	( i 21,105	)	$	( i 13,538	)

Weighted average shares outstanding:
Basic and diluted		i 29,995,000			i 29,995,000

Loss per share attributable to common parent’s shareholders:
Basic and diluted	$	( i 0.00	)	$	( i 0.00	)


	For the three months ended
	June 30, 2022			June 30, 2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	( i 21,105	)	$	( i 13,538	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense		i 79			-
Changes in assets and liabilities:
Accrued expense		i 8,596			-
Accrued interest income on note receivable		-			( i 873	)
Deferred Revenue		( i 2,400	)		( i 1,800	)
Net cash used in operating activities		( i 14,830	)		( i 16,211	)

CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of shareholder loan		i 2,000			-
Net cash provided by financing activities		i 2,000			-

Net decrease in cash		( i 12,830	)		( i 16,211	)
Cash at beginning of period:		i 14,629			i 17,496
Cash at end of period:	$	i 1,439		$	i 1,285

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid	$	—		$	—
Income taxes paid	$	—		$	—

Achison Inc. – ‘10-Q’ for 6/30/22

On: Monday, 8/15/22, at 8:00am ET · For: 6/30/22 · Accession #: 1493152-22-22596 · File #: 0-56157

Previous ‘10-Q’: ‘10-Q’ on 2/7/22 for 12/31/21 · Next: ‘10-Q’ on 11/14/22 for 9/30/22 · Latest: ‘10-Q’ on 2/14/24 for 12/31/23

Quarterly Report — Form 10-Q

Filing Table of Contents

‘10-Q’ — Quarterly Report

Document Table of Contents

This is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

Title of each class		Trading Symbol(s)		Name of each exchange on which registered

		PAGE

	Note about Forward-Looking Statements	3

	PART I - FINANCIAL INFORMATION

Item 1	Financial Statements	4
	Balance Sheets as of June 30, 2022 (unaudited) and March 31, 2022	5
	Statement of Operations (unaudited) for the three months ended June 30, 2022 and 2021	6
	Statements of Changes in Stockholders’ Deficit (unaudited) for the three months ended June 30, 2022 and 2021	7
	Statements of Cash Flows (unaudited) for the three months ended June 30, 2022 and 2021	8
	Notes to Unaudited Financial Statements	9
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operation	11
Item 3	Quantitative and Qualitative Disclosures About Market Risk	12
Item 4	Controls and Procedures	12

	PART II - OTHER INFORMATION

Item 1	Legal Proceedings	13
Item 1A	Risk Factors	13
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	13
Item 3	Defaults Upon Senior Securities	13
Item 4	Mine Safety Disclosures	13
Item 5	Other Information	13
Item 6	Exhibits	14

SIGNATURES		15
EXHIBIT INDEX		16

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		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)

	ACHISON INC

Date: August 15, 2022	/s/ Dingshan Zhang
	Dingshan Zhang, President
	(Principal Executive Officer)

Date: August 15, 2022	/s/ Dingshan Zhang
	Dingshan Zhang, Chief Financial Officer
	(Principal Financial and Accounting Officer)

This ‘10-Q’ Filing	Date	Other Filings

	12/31/22
	12/15/22
Filed on:	8/15/22
For Period end:	6/30/22
	6/28/22	10-K
	3/31/22	10-K
	12/29/21
	8/12/21
	6/30/21	10-Q
	3/31/21	10-K
	7/1/19	3, 4
	12/29/14
		List all Filings