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AiXin Life International, Inc. – ‘8-K/A’ for 7/19/22

On:  Monday, 10/3/22, at 10:18am ET   ·   For:  7/19/22   ·   Accession #:  1493152-22-27361   ·   File #:  0-17284

Previous ‘8-K’:  ‘8-K’ on 7/26/22 for 7/19/22   ·   Next:  ‘8-K/A’ on 10/6/22 for 7/19/22   ·   Latest:  ‘8-K’ on 4/25/23 for 4/18/23   ·   1 Reference:  By:  AiXin Life International, Inc. – Next ‘8-K/A’ on 10/6/22 for 7/19/22

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

10/03/22  AiXin Life International, Inc.    8-K/A:9     7/19/22   14:1.3M                                   M2 Compliance LLC/FA

Amendment to Current Report   —   Form 8-K

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K/A       Amendment to Current Report                         HTML     49K 
 2: EX-23.1     Consent of Expert or Counsel                        HTML      7K 
 3: EX-99.1     Miscellaneous Exhibit                               HTML    459K 
 4: EX-99.2     Miscellaneous Exhibit                               HTML    440K 
 5: EX-99.3     Miscellaneous Exhibit                               HTML    133K 
 9: R1          Cover                                               HTML     50K 
12: XML         IDEA XML File -- Filing Summary                      XML     14K 
10: XML         XBRL Instance -- form8-ka_htm                        XML     16K 
11: EXCEL       IDEA Workbook of Financial Reports                  XLSX      8K 
 7: EX-101.LAB  Inline XBRL Taxonomy Extension Label Linkbase        XML     97K 
                Document -- aixn-20220719_lab                                    
 8: EX-101.PRE  Inline XBRL Taxonomy Extension Presentation          XML     65K 
                Linkbase Document -- aixn-20220719_pre                           
 6: EX-101.SCH  Inline XBRL Taxonomy Extension Schema Document --    XSD     13K 
                aixn-20220719                                                    
13: JSON        XBRL Instance as JSON Data -- MetaLinks               25±    35K 
14: ZIP         XBRL Zipped Folder -- 0001493152-22-027361-xbrl      Zip    105K 


‘8-K/A’   —   Amendment to Current Report


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



 iX:   C:   C:   C:   C:   C:   C:   C:   C: 
 i 0000835662  i true 0000835662 2022-07-19 2022-07-19 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM  i 8-K/A

( i 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):  i July 19, 2022

 

 

 i AIXIN LIFE INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

 

 i Colorado    i 0-17284    i 84-1085935
State of   Commission   IRS Employer
Incorporation   File Number   Identification No.

 

 i Hongxing International Business Building 2, 14th FL,  i No. 69 Qingyun South Ave.,  i Jinjiang District

 i Chengdu City, Sichuan Province,  i China

(Address of principal executive offices)

 

 i 86- i 313-6732526

(Issuer’s telephone number)

 

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:

 

 i  Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
 i  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
 i  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
 i  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  i 

 

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 

 

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

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
 i Common Stock    i AIXN   OTCQX

 

 

 

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Cautionary Note Regarding Forward-Looking Statements:

 

Any statements contained in this Current Report on Form 8-K that are not historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are generally identifiable by use of the words “believes,” “expects,” “intends,” “anticipates,” “plans to,” “estimates,” “projects,” or similar expressions. Such statements may include, but are not limited to, statements about the Registrant’s planned acquisitions, the purchase price to be paid for such acquisitions and the future performance of the businesses to be acquired, and other statements that are not historical facts. Such statements are based upon the beliefs and expectations of the Company’s management as of this date only and are subject to risks and uncertainties that could cause actual results to differ materially. Therefore, investors are cautioned not to place undue reliance on these forward-looking statements. The Company undertakes no obligation to revise or publicly release the results of any revision to these forward-looking statements, whether as a result of new information, future events or otherwise, other than as required by applicable law.

 

Explanatory Note

 

We filed a Report on Form 8-K dated July 19, 2022 (the “July 2022 8-K”), with respect to the acquisition of Yunnan Runcansheng Technology Company Limited (“Yunnan Runcansheng’), a company headquartered in Luquan Yi and Miao Autonomous County, Kunming City, Yunnan Province, focused on promoting a healthy lifestyle through the use of foods believed to promote well-being, health foods, modernized versions of traditional Chinese medical products and plant extracts.

 

This Form 8-K/A is being filed to include the historical financial information of Yunnan Runcansheng for the years ended December 31, 2021 and 2020, the six month periods ended June 30, 2022, and pro forma financial information as of June 30, 2022, showing the effects of the acquisition of Yunnan Runcansheng as required by Item 9.01 of Form 8-K. This Form 8-K/A makes no other amendments to the July 2022 8-K and should be read in conjunction with such Report.

 

 C: 
 

 

 

Item 9.01 Financial Statements and Exhibits.

 

(a) Financial statements of business acquired.

 

The audited balance sheets of Yunnan Runcansheng as of December 31, 2021 and 2020, and the related statements of operations and comprehensive loss, stockholders’ equity and cash flows for the years then ended and the related notes to the financial statements, are filed as Exhibit 99.1 to this Current Report on Form 8-K/A and incorporated herein by reference.

 

The unaudited balance sheet of Yunnan Runcansheng as of June 30, 2022, and the related statements of operations and comprehensive loss, stockholders’ equity, and cash flows for the six months then ended and the related notes to the financial statements, are filed as Exhibit 99.2 to this Current Report on Form 8-K/A and incorporated herein by reference.

 

(b) Pro forma financial information

 

The unaudited pro forma condensed combined financial statements annexed hereto as Exhibit 99.3 combines the historical balance sheets of Aixin Life International, Inc. and Yunnan Runcansheng as if the acquisition of Yunnan Runcansheng (the “Transaction”) had occurred on June 30, 2022. The unaudited pro forma combined statements of operations and comprehensive loss for the six months ended June 30, 2022 and for the year ended December 31, 2021 combines the historical consolidated statements of operations and comprehensive income (loss) of Aixin Life International, Inc. and Yunnan Runcansheng and have been prepared as if the Transaction had closed on January 1, 2022 and 2021, respectively. The unaudited pro forma condensed combined financial statements have also been adjusted to give effect to pro forma events that are directly attributable to the Transaction, factually supportable and expected to have a continuing impact on the combined results.

 

(c) Exhibits:

 

  Exhibit No.   Description
       
  23.1   Consent of KCCW Accountancy Corp., independent registered public accounting firm
       
  99.1   Audited Financial Statements of Yunnan Runcansheng Technology Company Limited as of and for the years ended December 31, 2021 and 2020.
       
  99.2   Unaudited Financial Statements of Yunnan Runcansheng Technology Company Limited as of June 30, 2022, and for the six months ended June 30, 2022.
       
  99.3   Unaudited Pro Forma Combined Financial Statements as of June 30, 2022, and for the six months ended June 30, 2022.
       
  104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 C: 
 

 

 

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, thereunto duly authorized.

 

  AiXin Life International, Inc.
     
Date: September 30, 2022 By: /s/ Quanzhong Lin
    Quanzhong Lin
    Chief Executive Officer

 

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Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K/A’ Filing    Date    Other Filings
Filed on:10/3/22
9/30/22
For Period end:7/19/228-K
6/30/2210-Q
1/1/22
12/31/2110-K,  NT 10-K
1/1/21
12/31/2010-K,  NT 10-K
 List all Filings 


1 Subsequent Filing that References this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

10/06/22  AiXin Life International, Inc.    8-K/A:2,9   7/19/22   11:268K                                   M2 Compliance LLC/FA
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