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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended December 31, 2023

 

or

 

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ______ to ______

 

Commission File Number 000-56157

 

Antiaging Quantum Living Inc.

(Exact name of registrant as specified in its charter)

 

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

 

133-27 39th Ave Ths #PH2A

Flushing, NY 11354

(Address of Principal Executive Offices) (Zip Code)

 

(929) 527-5382

(Registrant’s telephone number, including area code)

 

N/A

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

 

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

 

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

 

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. 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). 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.

 

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

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

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

 

As of February 14, 2024 , the registrant had 29,995,000 shares of Class A common stock outstanding.

 

 

 

 
 

 

TABLE OF CONTENTS

 

    PAGE
     
  Note about Forward-Looking Statements 3
     
  PART I - FINANCIAL INFORMATION  
Item 1 Financial Statements 4
  Balance Sheets as of December 31, 2023 (unaudited) and March 31, 2023 5
  Statements of Operations for the three and nine months ended December 31, 2023 and 2022 (unaudited) 6
  Statements of Changes in Stockholders’ Deficit for the nine months ended December 31, 2023 and 2022 (unaudited) 7
  Statements of Cash Flows for the nine months ended December 31, 2023 and 2022 (unaudited) 8
  Notes to Unaudited Financial Statements 9
Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operation 19
Item 3 Quantitative and Qualitative Disclosures About Market Risk 21
Item 4 Controls and Procedures 21
     
  PART II - OTHER INFORMATION  
     
Item 1 Legal Proceedings 22
Item 1A Risk Factors 22
Item 2 Unregistered Sales of Equity Securities and Use of Proceeds 22
Item 3 Defaults Upon Senior Securities 22
Item 4 Mine Safety Disclosures 22
Item 5 Other Information 22
Item 6 Exhibits 23
     
SIGNATURES 24

 

2
 

 

NOTE ABOUT FORWARD-LOOKING STATEMENTS

 

Except for historical information, 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 “Antiaging,” “company,” “we,” “us,” and “our” in this document refer to Antiaging Quantum Living Inc, a New York corporation.

 

3
 

 

PART I – FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

INDEX TO FINANCIAL STATEMENTS

 

Consolidated Balance Sheets as of December 31, 2023 (unaudited) and March 31, 2023 5
   
Consolidated Statements of Operations for the three and nine months ended December 31, 2023 and 2022 (unaudited) 6
   
Consolidated Statements of Changes in Stockholders’ Deficit for the nine months ended December 31, 2023 and 2022 (unaudited) 7
   
Consolidated Statements of Cash Flows for the nine months ended December 31, 2023 and 2022 (unaudited) 8
   
Notes to Unaudited Consolidated Financial Statements 9 - 18

 

4
 

 

ANTIAGING QUANTUM LIVING INC (FKA. ACHISON INC)

CONSOLIDATED BALANCE SHEETS

 

   December 31,   March 31, 
   2023   2023 
   (Unaudited)     
ASSETS          
Current Assets          
Cash and cash equivalents  $125,648   $354 
Advances to suppliers   27,554    - 
Prepaid expenses and other current assets   30,096    - 
Total Current Assets   183,298    354 
Property, plant and equipment, net   155,277    540 
Other non-current assets   33,127    - 
Operating lease right of use asset, net   627,389    - 
Total Non-Current Assets   815,793    540 
Total Assets   999,091    894 
           
LIABILITIES AND SHAREHOLDERS’ EQUITY          
Current Liabilities          
Accounts payable and accrued expenses   18,996    901 
Other payables   3,007    - 
Loan from shareholders   371,369    83,300 
Other current liabilities   11,107    - 
Advances from customers   4,345    - 
Contract liabilities   -    2,800 
Operating lease liabilities - current   317,333    - 
Total Current Liabilities   726,157    87,001 
Long-term loan payables   427,675    - 
Total Non-Current Liabilities   427,675    - 
Total Liabilities   1,153,832    87,001 
           
Commitments and Contingencies   -    - 
           
Shareholders’ Equity          
Class A Common stock, $0.001 par value; 30,000,000 shares authorized, 29,995,000 shares issued and outstanding   29,995    29,995 
Additional paid-in capital   243,530    160,230 
Accumulated deficit   (427,527)   (276,332)
Accumulated other comprehensive loss   (739)   - 
Total Equity   (154,741)   (86,107)
Total Liabilities and Shareholders’ Equity  $999,091   $894 

 

The accompanying notes are an integral part of these financial statements

 

5
 

 

ANTIAGING QUANTUM LIVING INC (FKA. ACHISON INC)

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(Unaudited)

 

   2023   2022   2023   2022 
   Three Months Ended   Nine Months Ended 
   December 31,   December 31,   December 31,   December 31, 
   2023   2022   2023   2022 
Revenues, net  $6,299   $4,000   $7,499   $12,400 
Cost of revenues   760    -    760    - 
Gross profit   5,539    4,000    6,739    12,400 
                     
Operating expenses                    
Selling and marketing expense   10,687    -    10,687    - 
General and administrative expenses   91,945    10,772    147,251    41,797 
Total Operating expenses   102,632    10,772    157,938    41,797 
                     
Loss from operations   (97,093)   (6,772)   (151,199)   (29,397)
                     
Other income (expense)                    
Other income, net   2    -    2    - 
Interest income   1    -    1    - 
Total other income, net   3    -    3    - 
                     
Loss before income tax   (97,090)   (6,772)   (151,196)   (29,397)
Income tax expense   -    -    -    - 
                     
Net loss   (97,090)   (6,772)   (151,196)   (29,397)
                     
Weighted average shares outstanding                    
Basic   29,995,000    29,995,000    29,995,000    29,995,000 
Diluted   29,995,000    29,995,000    29,995,000    29,995,000 
                     
Loss per share                    
Basic   -    -    (0.01)   - 
Diluted   -    -    (0.01)   - 
                     
Other comprehensive income (loss):                    
Net loss   (97,090)   (6,772)   (151,196)   (29,397)
Other comprehensive loss   -    -           
Foreign currency translation loss    (739)    -    (739)    - 
Total comprehensive loss   (97,829)   (6,772)   (151,935)   (29,397)

 

The accompanying notes are an integral part of these financial statements

 

6
 

 

ANTIAGING QUANTUM LIVING INC (FKA. ACHISON INC)

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

(Unaudited)

 

   Shares   Amount   Capital   Reserve   Deficit   Income   Total 
  

Class A

Common Stock

   Additional          

Accumulated

other

     
   Number of       Paid-in   Statutory   Accumulated   Comprehensive     
   Shares   Amount   Capital   Reserve   Deficit   Income   Total 
Balance at March 31, 2023   29,995,000   $29,995    160,230   $          -   $(276,332)  $                    -   $(86,107)
Shareholder loan cancellation   -    -    83,300    -    -    -    83,300 
Net loss   -    -    -    -    (29,727)   -    (29,727)
Balance at June 30, 2023   29,995,000    29,995    243,530    -    (306,059)   -    (32,534)
Net loss   -    -    -    -    (24,378)   -    (24,378)
Balance at September 30, 2023   29,995,000    29,995    243,530    -    (330,437)   -    (56,912)
Net loss   -    -    -    -    (97,090)   -    (97,090)
Foreign currency translation adjustment   -    -    -    -    -    (739)   (739)
Balance at December 31, 2023   29,995,000    29,995    243,530    -    (427,527)   (739)   (154,741)
                                    
Balance at March 31, 2022   29,995,000   $29,995   $160,230   $-   $(239,702)  $-   $(49,477)
Net loss   -    -    -    -    (21,105)   -    (21,105)
Balance at June 30, 2022   29,995,000    29,995    160,230    -    (260,807)   -    (70,582)
Net loss   -    -    -    -    (1,520)   -    (1,520)
Balance at September 30, 2022   29,995,000    29,995    160,230    -    (262,327)   -    (72,102)
Net loss   -    -    -    -    (6,772)   -    (6,772)
Balance at December 31, 2022   29,995,000    29,995    160,230    -    (269,099)   -    (78,874)

 

The accompanying notes are an integral part of these financial statements

 

7
 

 

ANTIAGING QUANTUM LIVING INC (FKA. ACHISON INC)

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

 

   2023   2022 
   Nine Months Ended 
   December 31,   December 31, 
   2023   2022 
Cash flows from operating activities          
Net loss  $(151,196)  $(29,397)
Depreciation   236    236 
Amortization of operating lease ROU assets   50,550    - 
Changes in assets and liabilities          
Increase in advances to suppliers   (27,554)   - 
Increase in prepaid expenses   (28,423)   (508)
Increase in other current assets   (34,189)   - 
Increase in accrued and other liabilities   15,339    - 
Decrease in account payable   18,098    600 
Increase in other payable   2,995    - 
Decrease in contract liability   (2,800)   (1,600)
Decrease in operating lease liabilities   (357,459)   - 
Net cash used in operating activities   (514,402)   (30,669)
           
Cash flows from investing activities          
Purchase of fixed assets   (153,400)   - 
Net cash used in investing activities   (153,400)   - 
           
Cash flows from financing activities          
Proceeds from loans payables   423,333    - 
Proceeds from shareholder loan   369,073    17,300 
Net cash used in financing activities   792,406    17,300 
           
Net decrease of cash and cash equivalents   124,604    (13,369)
           
Effect of foreign currency translation on cash and cash equivalents   690    - 
Cash and cash equivalents, beginning balance   354    14,269 
Cash and cash equivalents, ending balance  $128,448   $900 
           
Supplementary cash flow information:          
Interest paid  $-   $- 
Income taxes paid  $86   $- 
           
Non-cash financing and investing activities:          
Related party debt forgiven as additional paid-in capital  $83,300   $- 
Recognized ROU assets through lease liabilities  $671,570   $- 

 

The accompanying notes are an integral part of these financial statements

 

8
 

 

ANTIAGING QUANTUM LIVING INC (FKA. ACHISON INC)

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

 

NOTE 1 – ORGANIZATION AND PRINCIPAL ACTIVITIES

 

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

 

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

 

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

 

In connection with the transaction, on April 10, 2023, Mr. Dingshan Zhang resigned from all positions he held with the Company. On April 10, 2023, Ms. Jing Wan was appointed by our majority shareholder as our Chief Executive Officer, Chief Financial Officer, President and Director. On June 16, 2023, Mr. Barry Wan consented to act as the new CEO and CFO after Ms. Jing Wan resigned. The Company was renamed as Antiaging Quantum Living Inc on June 14, 2023 by the new management. The Company is an investment holding company; its primary business operations are conducted through its subsidiaries as described below.

 

AAQL Inc. (“BVI Holding”) was incorporated under the Laws of the British Virgin Islands to function as a holding company responsible for managing all business operations outside of the United States.

 

AAQL HK Limited (“Hong Kong Holding”) was incorporated under the Laws of Hong Kong as a wholly-owned subsidiary of the BVI Holding. Hong Kong Holding’s primary role is to act as a holding company overseeing business activities exclusively within the Asia-Pacific markets.

 

Antiaging Doctor Hangzhou Holding LTD (“Dao Ling Doctor Hangzhou”) was incorporated as a wholly-owned subsidiary of Hong Kong Holding on November 13, 2023 under the laws of the People’s Republic of China, with its principal place of business situated in Xiaoshan District, Hangzhou, Zhejiang Province. Its primary business is to provide development, operation, and management services to domestic e-commerce platform companies, offering personalized marketing plans, promotional strategies, and charging brand usage fees for the “Dao Ling Doctor” brand.

 

Dao Ling Doctor (Zhejiang) Health Management Limited (“Dao Ling Doctor Zhejiang”) was incorporated as a wholly-owned subsidiary of Dao Ling Doctor Hangzhou on November 30, 2023 under the laws of the People’s Republic of China, with its principal place of business situated in Hangzhou, Zhejiang Province. Its primary business involves providing professional technical development and maintenance services to distributors of the “Dao Ling Doctor” brand, and collecting technical service fees.

 

Dao Ling Doctor (Huzhou) Health Management Limited (“Dao Ling Doctor Huzhou”) was incorporated as a wholly-owned subsidiary of Dao Ling Doctor Hangzhou on December 6, 2023 under the laws of the People’s Republic of China, with its principal place of business situated in Huzhou, Zhejiang Province. Its primary business involves providing health consulting services (excluding diagnosis and treatment services), network and information security software development and big data services, and other services.

 

Antiaging Quantum Living Inc. and its subsidiaries are collectively referred to as the “Company”.

 

9
 

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation and Principles of Consolidation

 

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), and include the assets, liabilities, revenues, expenses and cash flows of all subsidiaries. All significant inter-company transactions and balances between the Company and its subsidiaries are eliminated upon consolidation.

 

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, 2023 filed with the Securities and Exchange Commission (“SEC”) on July 14, 2023 (“2023 Form 10-K.”)

 

Use of Estimates

 

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

 

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

 

Functional and presentation currency

 

The functional currency of the Company is the currency of the primary economic environment in which the Company operates which is Chinese Yuan (“RMB”). The RMB is not freely convertible into the US dollar and may be subject to PRC currency restrictions for payments, including the distributions of dividends or retained earnings to the Company by its subsidiaries or its variable interest entities.

 

Transactions in currencies other than the entity’s functional currency are recorded at the rates of exchange prevailing on the date of the transaction. At the end of each reporting period, monetary items denominated in foreign currencies are translated at the rates prevailing at the end of the reporting periods. Exchange differences arising on the settlement of monetary items and on translation of monetary items at period-end are included in income statement of the period.

For the purpose of presenting these financial statements, the Company’s assets and liabilities are expressed in US$ at the exchange rate on the balance sheet date, stockholder’s equity accounts are translated at historical rates, and income and expense items are translated at the weighted average exchange rate during the period. The resulting translation adjustments are reported under accumulated other comprehensive income (loss) in the stockholder’s equity (deficits) section of the balance sheets.

 

Exchange rate used for the translation as follows:

 

US$ to RMB  Period End   Average 
December 31, 2023   7.0786    7.1512 
March 31, 2023   6.8691    - 
December 31, 2022   6.8979    6.8562 

 

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Cash and Cash Equivalents

 

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

 

Advances to Suppliers

 

The Company occasionally makes advances to suppliers to secure future deliveries of goods or services. These advances are recorded as assets on the balance sheet and are recognized as inventory when the related goods are received or as expenses when the related services are received. These advances primarily relate to the purchase of inventory goods to be sold.

 

The Company periodically reviews the recoverability of advances to suppliers and establishes allowances for potential losses when necessary.

 

Property and Equipment

 

Property and equipment are carried at cost net of accumulated depreciation. Expenditures that improve the functionality of the related asset or extend the useful life are capitalized. When property and equipment is retired or otherwise disposed of, the related gain or loss is included in operating income. Leasehold improvements are depreciated on the straight-line method over the shorter of the remaining lease term or estimated useful life of the asset.

 

Property and equipment are depreciated on a straight-line basis over the following periods:

 

Leasehold improvements   2 years
Office furniture    

 

Impairment of Long-Lived Assets

 

The Company has adopted Accounting Standards Codification subtopic 360-10, Property, Plant and Equipment (“ASC 360-10”). ASC 360-10 requires that long-lived assets and certain identifiable intangibles held and used by the Company be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company evaluates its long-lived assets for impairment annually or more often if events and circumstances warrant. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses, or a forecasted inability to achieve breakeven operating results over an extended period. The Company evaluates the recoverability of long-lived assets based upon forecasted undiscounted cash flows. Should impairment in value be indicated, the carrying value of intangible assets will be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset. ASC 360-10 also requires assets to be disposed of be reported at the lower of the carrying amount or the fair value less costs to sell. Impairment loss on property and equipment was $nil and $nil for the nine months ended December 31, 2023 and 2022, respectively.

 

Customer Advances

 

The Company records customer advances as liabilities when consideration is received in advance of the transfer of goods. These advances are recognized as revenue when the performance obligations associated with the advance are satisfied. These advances relate to the advance payment for orders of goods placed by the customers.

 

Lease

 

The Company adopted FASB Accounting Standards Codification, Topic 842, Leases (“ASC 842”) using the modified retrospective approach, electing the practical expedient that allows the Company not to restate its comparative periods prior to the adoption of the standard on January 1, 2019.

 

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The new leasing standard requires recognition of leases on the balance sheets as right-of-use (“ROU”) assets and lease liabilities. ROU assets represent the Company’s right to use underlying assets for the lease terms and lease liabilities represent the Company’s obligation to make lease payments arising from the leases. Operating lease ROU assets and operating lease liabilities are recognized based on the present value and future minimum lease payments over the lease term at commencement date. The Company’s future minimum based payments used to determine the Company’s lease liabilities mainly include minimum based rent payments. As most of the Company’s leases do not provide an implicit rate, the Company uses its estimated incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company does not recognize any leases with an initial term of 12 months or less on the balance sheets.

 

Operating lease cost is recognized as a single lease cost on a straight-line basis over the lease term. Variable lease payments for common area maintenance, property taxes and other operating expenses are recognized as expense in the period when the changes in facts and circumstances on which the variable lease payments are based occur.

 

Revenue Recognition

 

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

 

Online advertising

 

The Company operates an online advertising platform that connects advertisers with publishers to display digital advertisements.

 

For the Company, revenue recognition occurs upon the following events: when a customer places an order, payment is received, and the advertisement is delivered and viewable to the end-user with no other terms and conditions.

 

Sales of goods

 

The Company operates a mobile application (“App”) through which it sells health and beauty products to customers.

 

For the Company, revenue recognition occurs upon the following events: when a customer places an order, payment is received, and the goods are delivered to or drop-shipped to and accepted by the customer. Provisions are made for estimated sales returns based on historical return rates and experience which are immaterial. The Company may record contract liabilities, such as customer advances, when payments are received from customers prior to delivery or acceptance of goods by customers.

 

Selling, General and Administrative Expenses

 

Selling, general, and administrative expenses primarily consist of costs related to sales and marketing activities, administrative functions, and certain start-up costs.

 

Selling expenses include, but are not limited to, sales commissions, advertising costs, shipping and handling expenses, and costs associated with trade shows and promotional events. General and administrative expenses encompass salaries and benefits of employees not directly involved in production, rent, utilities, office supplies, legal and professional fees, other overhead costs, and certain start-up costs.

 

Start-up costs represent expenses associated with the establishment of new operations, including activities such as market research, product development, and initial marketing efforts.

 

The Company recognizes these expenses as incurred, consistently matching with the revenues generated.

 

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Income Taxes

 

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

 

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

 

Earnings Per Share

 

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

 

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

 

Contingencies

 

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

 

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

 

13
 

 

Fair Value Measurements

 

Fair value accounting establishes a framework for measuring fair value and expands disclosure about fair value measurements. Fair value, which is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. This framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels as follows:

 

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

 

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

 

Credit Losses on Financial Instruments

 

The Company recognizes credit losses on financial instruments in accordance with Accounting Standards Codification (ASC) Topic 326, Financial Instruments – Credit Losses. The Company uses the Current Expected Credit Losses (CECL) model to estimate credit losses on financial assets measured at amortized cost, as well as certain off-balance sheet credit exposures.

 

Under the CECL model, the estimation of credit losses involves significant judgment and estimation uncertainty. Management exercises its judgment based on historical loss experience, current economic conditions, and reasonable and supportable forecasts. Changes in these factors could have a material impact on the estimated credit losses.

 

As of December 31, 2023, the Company does not have any financial instruments subject to credit loss evaluation.

 

Income Taxes

 

The Company accounts for income taxes using an asset and liability approach which allows for the recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain.

 

Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The evaluation of a tax position is a two-step process. The first step is to determine whether it is more-likely-than-not that a tax position will be sustained upon examination, including the resolution of any related appeals or litigations based on the technical merits of that position. The second step is to measure a tax position that meets the more-likely-than-not threshold to determine the amount of benefit to be recognized in the financial statements. A tax position is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent period in which the threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not criteria should be de-recognized in the first subsequent financial reporting period in which the threshold is no longer met. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the year incurred.

 

14
 

 

Recent Accounting Pronouncements

 

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

 

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

 

NOTE 3 – GOING CONCERN

 

The Company’s financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business. The Company had an accumulated deficit of $427,527 as of December 31, 2023 and negative working capital of $57,295. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.

 

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

 

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

 

NOTE 4 – PROPERTY AND EQUIPMENT

 

Property and equipment, net comprised of the following:

 

   December 31,
2023		   March 31,
2022		 
At Cost:          
Leasehold improvements in progress   154,873    - 
Office furniture   950    950 
Total cost   155,823    950 
Less: Accumulated depreciation   (646)   (410)
Total, net   155,277    540 

 

Depreciation expenses was $236 and $236 for the nine months ended December 31, 2023 and 2022, respectively.

 

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NOTE 5 – LOANS PAYABLE

 

The Company has outstanding loans payable to unrelated third parties in the amount of $427,675 and $nil as of December 31, 2023 and March 31, 2023, respectively. These loans are unsecured, non-interest-bearing, with a maturity date of October 19, 2026.

 

NOTE 6 – RELATED PARTY TRANSACTIONS

 

Loan from shareholders

 

In August 2019, the Company borrowed $71,000 from the former President of the Company, Mr. Dingshan Zhang, which bears no interest with a maturity in December 2021. During the year ended March 31, 2022, the Company repaid $17,000 to Mr. Zhang. In May 2021 the Company borrowed an additional $5,000 from Mr. Zhang. On December 29, 2021, the Company and Mr. Zhang verbally amended the loan agreement and extended the maturity date to December 31, 2023. During the year ended March 31, 2023, the Company received an additional loan in the total amount of $24,300 from, Mr. Zhang. Upon consummation of the change of control which resulted from that certain SPA entered into on April 10, 2023, the balance of the $83,300 shareholder loan was waived by Mr. Zhang in its entirety, which was recognized as an equity transaction with the shareholder.

 

During the nine months ended December 31, 2023, the Company received advances in the total amount of $371,369 from Mr. Wan, our President for working capital purpose. The loan is unsecured, non-interest-bearing and due on demand. The amount due to Mr. Wan was $371,369 and $nil as of December 31, 2023 and March 31, 2023.

 

NOTE 7 – CONTRACT LIABILITIES

 

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

 

NOTE 8 – INCOME TAX

 

The Company has not recognized an income tax benefit for its operating losses generated based on uncertainties concerning its ability to generate taxable income in future periods. The tax benefit for the period presented is offset by a valuation allowance established against deferred tax assets arising from the net operating losses, the realization of which could not be considered more likely than not. In future periods, tax benefits and related deferred tax assets will be recognized when management considers realization of such amounts to be more likely than not.

 

United States

 

Net operation losses (“NOLs”) can carry forward indefinitely up to offset 80% of taxable income after CARES Act effect on December 31, 2017. As of December 31, 2023 and March 31, 2023, deferred tax assets resulted from NOLs of approximately $92,000 and $69,000, respectively. The deferred tax asset has been fully reserved for valuation allowance as the Company believes they will most-likely-than-not realize the benefits.

 

Hong Kong

 

Companies incorporated in Hong Kong are subject to Hong Kong Profits Tax on the taxable income as reported in its statutory financial statements adjusted in accordance with relevant Hong Kong tax laws. The applicable tax rate is 16.5% on its taxable income generated from operations in Hong Kong. The Company did not make any provisions for Hong Kong profit tax as there were no assessable profits derived from or earned in Hong Kong since inception. Additionally, payments of dividends by the subsidiary incorporated in Hong Kong to the Company are not subject to any Hong Kong withholding tax.

 

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PRC

 

Effective on January 1, 2008, the PRC Enterprise Income Tax Law, EIT Law, and Implementing Rules impose a unified enterprise income tax rate of 25% on all domestic-invested enterprises and foreign investment enterprises in PRC, unless they qualify under certain limited exceptions. As such, starting from January 1, 2008, the Company’s subsidiaries in PRC are subject to an enterprise income tax rate of 25%. NOLs can typically carried forward for a certain number of years (usually five years) to offset against future taxable income. The deferred tax asset has been fully reserved for valuation allowance as the Company believes they will most-likely-than-not realize the benefits.

 

The following table summarizes the taxable income (loss) before income taxes by jurisdiction:

 

   2023   2022 
   Nine months Ended
December 31,		 
   2023   2022 
United States  $(79,382)  $(29,397)
Hong Kong   -    - 
China   (71,814)   - 
Total  $(151,196)  $(29,397)

 

The following table summarizes a reconciliation of income tax expense for operations, calculated at the U.S. statutory federal income tax rate of 21% to total income tax expense (benefit):

   2023    2022 
   Nine months Ended
December 31,		 
   2023    2022 
Income tax expense at federal statutory rate   21.0%   21.0%
Increases/(decreases) due to:          
Foreign tax rate differential   -%   -%
Change in valuation allowance   (21.0)%   (21.0)%
Effective tax rate        -%     -%

 

NOTE 9 – SHAREHOLDERS’ EQUITY

 

The Company is authorized to issued 30,000,000 shares of Class A common stock.

 

On August 19, 2019, the Company amended its article with New York State to increase the authorized Class A common shares with a par value of $0.001 to 30,000,000 shares.

 

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

 

On March 28, 2023, the Company amended its article with New York State to change the authorized common shares with a par value of $0.001 to 30,000,000 shares, no preferred shares.

 

During the nine months ended December 31, 2023, a shareholder loan in the amount of $83,300 was forgiven by our former President and recorded as additional paid-in capital.

 

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NOTE 10 – LEASES

 

The Company has two operating leases for its office space.

 

Operating lease right-of-use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The discount rate used to calculate present value is incremental borrowing rate or, if available, the rate implicit in the lease. The Company determines the incremental borrowing rate for each lease based primarily on its lease term in PRC which is approximately 4.75%.

 

Operating lease expenses were $53,022 and $nil for the nine months ended December 31, 2023 and 2022, respectively.

 

The components of lease expense and supplemental cash flow information related to leases for the period are as follows:

 

   Nine months Ended
December 31,		 
   2023   2023 
Lease cost          
Operating lease cost  $53,022   $- 
           
Other Information          
Cash paid for amounts included in the measurement of lease liabilities  $359,930   $- 
Weighted average remaining lease term – operating leases (in years)   2    - 
Average discount rate – operating lease   4.75%   -%

 

The supplemental balance sheet information related to leases is as follows:

 

   December 31,
2023		   March 31,
2023		 
Operating leases          
Right-of-use assets  $627,389   $- 
Operating lease liabilities  $688,702   $- 

 

The undiscounted future minimum lease payment schedule as follows:

 

      
For the year ending March 31,     
2024 (3 months remaining)   - 
2025   332,739 
Thereafter   - 
Total undiscounted lease payments   332,739 
Less: interest   (15,406)
Total lease liabilities   317,333 

 

NOTE 11 – SUBSEQUENT EVENTS

 

The Company evaluated all events or transactions that occurred after December 31, 2023 through the date the financial statements were issued. During the period, the Company did not have any material recognizable subsequent events required to be disclosed or adjusted as of and for the nine months ended December 31, 2023.

 

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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

 

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

 

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

 

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

 

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

 

The change in control with respect to the Company was effectuated to better reflect its new business direction, with the intention of acquiring businesses involved in healthcare management and insurance services.

 

In line with this expansion, the Company established AAQL Inc. AAQL HK Limited Dao Ling Doctor Hangzhou, Dao Ling Doctor Zhejiang, and Dao Ling Doctor Huzhou entities.

 

Results of Operation for the three months ended December 31, 2023 and 2022

 

   2023   2022   $ Changed   % Changed 
Revenue   6,299    4,000    2,299    57.48%
Cost of revenues   760    0    760    100.00%
General and administrative expenses   102,632    10,772    91,860    852.77%
Other income (loss)   3    0    3    100.00%
Loss from operations   (97,090)   (6,772)   (90,318)   1333.70%
Net loss   (97,090)   (6,772)   (90,318)   1333.70%

 

19
 

 

During the three months ended December 31, 2023 and 2022, the Company generated revenue in the amount of $6,299 and $4,000, respectively. During the three months ended December 31, 2023 and 2022, the Company incurred operating expenses of $102,632 and $10,772, respectively. The Company commenced selling of health and beauty products through mobile app in the quarter ending December 31, 2023. The increase in revenues and costs are related to the sales of health and beauty products. The increase in operating expenses was mainly due to the increase in rental expenses and employee wages and benefits, which are related to the new entities established as part of the Company’s initiative for business expansion. The Company also incurred start-up costs such as cloud hosting expenses, development and maintenance costs in pursuit of its business plan.

 

For the three months ended December 31, 2023, our net loss was $97,090 comparing to a net loss of $6,772 for the three months ended December 31, 2022. The increase in net loss is mainly due to the increased operating expenses.

 

Results of Operation for the nine months ended December 31, 2023 and 2022

 

   2023   2022   $ Changed   % Changed 
Revenue   7,499    12,400    (4,901)   (39.52)%
Cost of revenues   760    0    760    100.00%
General and administrative expenses   147,251    41,797    105,454    252.30%
Other income (loss)   3    0    3    100.00%
Loss from operations   (151,199)   (29,397)   (121,802)   414.33%
Net loss   (151,196)   (29,397)   (121,799)   414.32%

 

During the nine months ended December 31, 2023 and 2022, the Company generated revenue in the amount of $7,499 and $12,400, respectively. During the nine months ended December 31, 2023 and 2022, the Company incurred operating expenses of $147,251 and $41,797, respectively. The increase in operating expenses was mainly due to the increase in charitable donation expense of $10,000, rental expenses and employee wages and benefits, and professional fees. To align with the business direction, the Company increased professional fees and other services as required. Moreover, as an act of goodwill and a display of philanthropy, the Company made a charitable donation of $10,000.

 

For the nine months ended December 31, 2023, our net loss was $151,196 comparing to a net loss of $29,397 for the nine months ended September 30, 2022. The increase in net loss is mainly due to the increased operating expenses.

 

Equity and Capital Resources

 

As of December 31, 2023, we had an accumulated deficit of $427,527. As of December 31, 2023, we had cash of $125,648 and negative working capital of $542,859, compared to cash of $354 and a negative working capital of $86,647 as of March 31, 2023.

 

The increase in the working capital was primarily due to advances from related party, proceeds from loans payable, increase of accounts payables and customer advances, and the loan forgiveness by the former President which was partially offset by cash used to pay for operating expenses.

 

The accounts payable increase as a result of unpaid service fees incurred, while customer advances increased as a result of payments received from customers who placed order of goods through its mobile application.

 

We had Cash and cash equivalent of approximately $125,648 at December 31, 2023, and the Company also do not have any bank loans; Our liabilities are mainly borrowed by the Company’s shareholders and do not require us to return them at this time. Shareholders will continue to invest if necessary. Now, the company is operating normally, and we will make some efforts on our expense control in the near future.

 

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 attempts to consummate a business combination and to generate sufficient cash flow from its operations to meet its operating needs on a timely basis; as well as to obtain additional working capital funds as loans from the majority shareholder and the President of the Company.

 

20
 

 

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.

 

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

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

As a “smaller 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. Based on our management’s evaluation, our Chief Executive Officer, have concluded that as of such date, our disclosure controls were not, in design and operation, effective at a reasonable assurance level due to the material weaknesses in internal control over financial reporting. 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.

 

21
 

 

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 December 31, 2023 and they were therefore not as effective as they could be to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. The material weakness in our controls and procedure were lack of US GAAP knowledge and segregation duties. Management does not believe that any of these material weaknesses materially affected the results and accuracy of its financial statements. However, in view of this discovery of such weaknesses, management has begun a review to improve them.

 

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 December 31, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

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

 

22
 

 

Item 6. Exhibits

 

Exhibit

Number

   Description of Exhibit
3.1*   Articles of Incorporation (filed as exhibit to the Form S-1 filed with the SEC on May 2, 2016)
     
3.2*   By-laws (filed as an Exhibit to Form S-1 filed with the SEC on May 2, 2016)
     
31.1**   Certification of Principal Executive Officer pursuant to the Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
31.2**   Certification of Principal Financial Officer pursuant to the Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act.
     
32.1**   Certification of Principal Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
     
32.2   Certification of Principal Financial Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
     
101.INS   Inline XBRL Instance Document
     
101.SCH   Inline XBRL Taxonomy Extension Schema Document
     
101.CAL   Inline XBRL Taxonomy Extension Calculation Linkbase Document
     
101.DEF   Inline XBRL Taxonomy Extension Definition Linkbase Document
     
101.LAB   Inline XBRL Taxonomy Extension Label Linkbase Document
     
101.PRE   Inline XBRL Taxonomy Extension Presentation Linkbase Document
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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

** Filed herewith.

 

23
 

 

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.

 

  ANTIAGING QUANTUM LIVING INC
   
Date: February 14, 2024 /s/ Barry Wan
  Barry Wan, Chief Executive Officer
   
Date: February 14, 2024 /s/ Barry Wan
  Barry Wan, Chief Financial Officer

 

24

 

EXHIBIT 31.1

 

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

OF REGISTRANT PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

(RULE 13a-14(a) or 15d-14(a) OF THE EXCHANGE ACT)

 

I, Barry Wan, certify that:

 

1. I have reviewed this report on Form 10-Q of Antiaging Quantum Living Inc (fka. 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/ Barry Wan
  Barry Wan
 

Chief Executive Officer

(Principal Executive Officer)

  February 14, 2024

 

 

 

 

 

EXHIBIT 31.2

 

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

OF REGISTRANT PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

(RULE 13a-14(a) or 15d-14(a) OF THE EXCHANGE ACT)

 

I, Barry Wan, certify that:

 

1. I have reviewed this report on Form 10-Q of Antiaging Quantum Living Inc (fka. 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)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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. I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

 

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

 

  /s/ Barry Wan
  Barry Wan
 

Chief Financial Officer

(Chief Financial Officer)

  February 14, 2024

 

 

 

EXHIBIT 32.1

 

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF

THE SARBANES-OXLEY ACT OF 2002

 

In connection with the report of Antiaging Quantum Living Inc (fka. Achison Inc) (the “Company”) on Form 10-Q for the period ending December 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned, in the capacities and on the dates indicated below, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

 

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
   
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

  /s/ Barry Wan
  Barry Wan
 

Chief Executive Officer

(Principal Executive Officer)

 

 

 

 

 

EXHIBIT 32.2

 

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF

THE SARBANES-OXLEY ACT OF 2002

 

In connection with the report of Antiaging Quantum Living Inc (fka. Achison Inc) (the “Company”) on Form 10-Q for the period ending December 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned, in the capacities and on the dates indicated below, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

 

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
   
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

  /s/ Barry Wan
  Barry Wan
 

Chief Executive Officer

(Chief Financial Officer)

 

 

 

v3.24.0.1
Cover - shares
 9 Months Ended
Dec. 31, 2023
Feb. 14, 2024
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Quarterly Report true  
Document Transition Report false  
Document Period End Date Dec. 31, 2023  
Document Fiscal Period Focus Q3  
Document Fiscal Year Focus 2024  
Current Fiscal Year End Date --03-31  
Entity File Number 000-56157  
Entity Registrant Name Antiaging Quantum Living Inc.  
Entity Central Index Key 0001672571  
Entity Tax Identification Number 47-2643986  
Entity Incorporation, State or Country Code NY  
Entity Address, Address Line One 133-27 39th Ave  
Entity Address, Address Line Two Ths #PH2A  
Entity Address, City or Town Flushing  
Entity Address, State or Province NY  
Entity Address, Postal Zip Code 11354  
City Area Code (929)  
Local Phone Number 527-5382  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company true  
Elected Not To Use the Extended Transition Period false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   29,995,000
v3.24.0.1
Consolidated Balance Sheets - USD ($)
Dec. 31, 2023
Mar. 31, 2023
Current Assets    
Cash and cash equivalents $ 125,648 $ 354
Advances to suppliers 27,554
Prepaid expenses and other current assets 30,096
Total Current Assets 183,298 354
Property, plant and equipment, net 155,277 540
Other non-current assets 33,127
Operating lease right of use asset, net 627,389
Total Non-Current Assets 815,793 540
Total Assets 999,091 894
Current Liabilities    
Accounts payable and accrued expenses 18,996 901
Other payables 3,007
Loan from shareholders 371,369 83,300
Contract liabilities 2,800
Operating lease liabilities - current 317,333
Total Current Liabilities 726,157 87,001
Long-term loan payables 427,675
Total Non-Current Liabilities 427,675
Total Liabilities 1,153,832 87,001
Commitments and Contingencies
Shareholders’ Equity    
Class A Common stock, $0.001 par value; 30,000,000 shares authorized, 29,995,000 shares issued and outstanding 29,995 29,995
Additional paid-in capital 243,530 160,230
Accumulated deficit (427,527) (276,332)
Accumulated other comprehensive loss (739)
Total Equity (154,741) (86,107)
Total Liabilities and Shareholders’ Equity 999,091 894
Nonrelated Party [Member]    
Current Liabilities    
Advances from customers 11,107
Customer [Member]    
Current Liabilities    
Advances from customers $ 4,345
v3.24.0.1
Consolidated Balance Sheets (Parenthetical) - $ / shares
Dec. 31, 2023
Mar. 31, 2023
Statement of Financial Position [Abstract]    
Class A common stock, par value $ 0.001 $ 0.001
Class A common stock, shares authorized 30,000,000 30,000,000
Class A common stock, shares issued 29,995,000 29,995,000
Class A common stock, shares outstanding 29,995,000 29,995,000
v3.24.0.1
Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited) - USD ($)
 3 Months Ended 9 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2023
Dec. 31, 2022
Income Statement [Abstract]        
Revenues, net $ 6,299 $ 4,000 $ 7,499 $ 12,400
Cost of revenues 760 760
Gross profit 5,539 4,000 6,739 12,400
Operating expenses        
Selling and marketing expense 10,687 10,687
General and administrative expenses 91,945 10,772 147,251 41,797
Total Operating expenses 102,632 10,772 157,938 41,797
Loss from operations (97,093) (6,772) (151,199) (29,397)
Other income (expense)        
Other income, net 2 2
Interest income 1 1
Total other income, net 3 3
Loss before income tax (97,090) (6,772) (151,196) (29,397)
Income tax expense
Net loss $ (97,090) $ (6,772) $ (151,196) $ (29,397)
Weighted average shares outstanding        
Basic 29,995,000 29,995,000 29,995,000 29,995,000
Diluted 29,995,000 29,995,000 29,995,000 29,995,000
Loss per share        
Basic $ (0.01)
Diluted $ (0.01)
Other comprehensive loss    
Foreign currency translation loss (739) $ (739)
Total comprehensive loss $ (97,829) $ (6,772) $ (151,935) $ (29,397)
v3.24.0.1
Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($)
Common Stock [Member]
Common Class A [Member]
Additional Paid-in Capital [Member]
Statutory Reserve [Member]
Retained Earnings [Member]
AOCI Attributable to Parent [Member]
Total
Beginning balance, value at Mar. 31, 2022 $ 29,995 $ 160,230 $ (239,702) $ (49,477)
Beginning balance, shares at Mar. 31, 2022 29,995,000          
Net loss (21,105) (21,105)
Ending balance, value at Jun. 30, 2022 $ 29,995 160,230 (260,807) (70,582)
Ending balance, shares at Jun. 30, 2022 29,995,000          
Beginning balance, value at Mar. 31, 2022 $ 29,995 160,230 (239,702) (49,477)
Beginning balance, shares at Mar. 31, 2022 29,995,000          
Net loss           (29,397)
Foreign currency translation adjustment          
Ending balance, value at Dec. 31, 2022 $ 29,995 160,230 (269,099) (78,874)
Ending balance, shares at Dec. 31, 2022 29,995,000          
Beginning balance, value at Jun. 30, 2022 $ 29,995 160,230 (260,807) (70,582)
Beginning balance, shares at Jun. 30, 2022 29,995,000          
Net loss (1,520) (1,520)
Ending balance, value at Sep. 30, 2022 $ 29,995 160,230 (262,327) (72,102)
Ending balance, shares at Sep. 30, 2022 29,995,000          
Net loss (6,772) (6,772)
Foreign currency translation adjustment          
Ending balance, value at Dec. 31, 2022 $ 29,995 160,230 (269,099) (78,874)
Ending balance, shares at Dec. 31, 2022 29,995,000          
Beginning balance, value at Mar. 31, 2023 $ 29,995 160,230 (276,332) (86,107)
Beginning balance, shares at Mar. 31, 2023 29,995,000          
Shareholder loan cancellation 83,300 83,300
Net loss (29,727) (29,727)
Ending balance, value at Jun. 30, 2023 $ 29,995 243,530 (306,059) (32,534)
Ending balance, shares at Jun. 30, 2023 29,995,000          
Beginning balance, value at Mar. 31, 2023 $ 29,995 160,230 (276,332) (86,107)
Beginning balance, shares at Mar. 31, 2023 29,995,000          
Net loss           (151,196)
Foreign currency translation adjustment           (739)
Ending balance, value at Dec. 31, 2023 $ 29,995 243,530 (427,527) (739) (154,741)
Ending balance, shares at Dec. 31, 2023 29,995,000          
Beginning balance, value at Jun. 30, 2023 $ 29,995 243,530 (306,059) (32,534)
Beginning balance, shares at Jun. 30, 2023 29,995,000          
Net loss (24,378) (24,378)
Ending balance, value at Sep. 30, 2023 $ 29,995 243,530 (330,437) (56,912)
Ending balance, shares at Sep. 30, 2023 29,995,000          
Net loss (97,090) (97,090)
Foreign currency translation adjustment (739) (739)
Ending balance, value at Dec. 31, 2023 $ 29,995 $ 243,530 $ (427,527) $ (739) $ (154,741)
Ending balance, shares at Dec. 31, 2023 29,995,000          
v3.24.0.1
Condensed Statements of Cash Flows (Unaudited) - USD ($)
 3 Months Ended 9 Months Ended 12 Months Ended
Dec. 31, 2023
Jun. 30, 2023
Dec. 31, 2022
Jun. 30, 2022
Dec. 31, 2023
Dec. 31, 2022
Mar. 31, 2023
Cash flows from operating activities              
Net loss $ (97,090) $ (29,727) $ (6,772) $ (21,105) $ (151,196) $ (29,397)  
Depreciation         236 236  
Amortization of operating lease ROU assets         50,550  
Changes in assets and liabilities              
Increase in advances to suppliers         (27,554)  
Increase in prepaid expenses         (28,423) (508)  
Increase in other current assets         (34,189)  
Increase in accrued and other liabilities         15,339  
Decrease in account payable         18,098 600  
Increase in other payable         2,995  
Decrease in contract liability         (2,800) (1,600)  
Decrease in operating lease liabilities         (357,459)  
Net cash used in operating activities         (514,402) (30,669)  
Cash flows from investing activities              
Purchase of fixed assets         (153,400)  
Net cash used in investing activities         (153,400)  
Cash flows from financing activities              
Proceeds from loans payables         423,333  
Proceeds from shareholder loan         369,073 17,300  
Net cash used in financing activities         792,406 17,300  
Net decrease of cash and cash equivalents         124,604 (13,369)  
Effect of foreign currency translation on cash and cash equivalents         690  
Cash and cash equivalents, beginning balance   $ 354   $ 14,269 354 14,269 $ 14,269
Cash and cash equivalents, ending balance $ 128,448   $ 900   128,448 900 $ 354
Supplementary cash flow information:              
Interest paid          
Income taxes paid         86  
Non-cash financing and investing activities:              
Related party debt forgiven as additional paid-in capital         83,300  
Recognized ROU assets through lease liabilities         $ 671,570  
v3.24.0.1
ORGANIZATION AND PRINCIPAL ACTIVITIES
 9 Months Ended
Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
ORGANIZATION AND PRINCIPAL ACTIVITIES

NOTE 1 – ORGANIZATION AND PRINCIPAL ACTIVITIES

 

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

 

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

 

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

 

In connection with the transaction, on April 10, 2023, Mr. Dingshan Zhang resigned from all positions he held with the Company. On April 10, 2023, Ms. Jing Wan was appointed by our majority shareholder as our Chief Executive Officer, Chief Financial Officer, President and Director. On June 16, 2023, Mr. Barry Wan consented to act as the new CEO and CFO after Ms. Jing Wan resigned. The Company was renamed as Antiaging Quantum Living Inc on June 14, 2023 by the new management. The Company is an investment holding company; its primary business operations are conducted through its subsidiaries as described below.

 

AAQL Inc. (“BVI Holding”) was incorporated under the Laws of the British Virgin Islands to function as a holding company responsible for managing all business operations outside of the United States.

 

AAQL HK Limited (“Hong Kong Holding”) was incorporated under the Laws of Hong Kong as a wholly-owned subsidiary of the BVI Holding. Hong Kong Holding’s primary role is to act as a holding company overseeing business activities exclusively within the Asia-Pacific markets.

 

Antiaging Doctor Hangzhou Holding LTD (“Dao Ling Doctor Hangzhou”) was incorporated as a wholly-owned subsidiary of Hong Kong Holding on November 13, 2023 under the laws of the People’s Republic of China, with its principal place of business situated in Xiaoshan District, Hangzhou, Zhejiang Province. Its primary business is to provide development, operation, and management services to domestic e-commerce platform companies, offering personalized marketing plans, promotional strategies, and charging brand usage fees for the “Dao Ling Doctor” brand.

 

Dao Ling Doctor (Zhejiang) Health Management Limited (“Dao Ling Doctor Zhejiang”) was incorporated as a wholly-owned subsidiary of Dao Ling Doctor Hangzhou on November 30, 2023 under the laws of the People’s Republic of China, with its principal place of business situated in Hangzhou, Zhejiang Province. Its primary business involves providing professional technical development and maintenance services to distributors of the “Dao Ling Doctor” brand, and collecting technical service fees.

 

Dao Ling Doctor (Huzhou) Health Management Limited (“Dao Ling Doctor Huzhou”) was incorporated as a wholly-owned subsidiary of Dao Ling Doctor Hangzhou on December 6, 2023 under the laws of the People’s Republic of China, with its principal place of business situated in Huzhou, Zhejiang Province. Its primary business involves providing health consulting services (excluding diagnosis and treatment services), network and information security software development and big data services, and other services.

 

Antiaging Quantum Living Inc. and its subsidiaries are collectively referred to as the “Company”.

 

 
v3.24.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 9 Months Ended
Dec. 31, 2023
Accounting Policies [Abstract]  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation and Principles of Consolidation

 

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), and include the assets, liabilities, revenues, expenses and cash flows of all subsidiaries. All significant inter-company transactions and balances between the Company and its subsidiaries are eliminated upon consolidation.

 

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, 2023 filed with the Securities and Exchange Commission (“SEC”) on July 14, 2023 (“2023 Form 10-K.”)

 

Use of Estimates

 

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

 

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

 

Functional and presentation currency

 

The functional currency of the Company is the currency of the primary economic environment in which the Company operates which is Chinese Yuan (“RMB”). The RMB is not freely convertible into the US dollar and may be subject to PRC currency restrictions for payments, including the distributions of dividends or retained earnings to the Company by its subsidiaries or its variable interest entities.

 

Transactions in currencies other than the entity’s functional currency are recorded at the rates of exchange prevailing on the date of the transaction. At the end of each reporting period, monetary items denominated in foreign currencies are translated at the rates prevailing at the end of the reporting periods. Exchange differences arising on the settlement of monetary items and on translation of monetary items at period-end are included in income statement of the period.

For the purpose of presenting these financial statements, the Company’s assets and liabilities are expressed in US$ at the exchange rate on the balance sheet date, stockholder’s equity accounts are translated at historical rates, and income and expense items are translated at the weighted average exchange rate during the period. The resulting translation adjustments are reported under accumulated other comprehensive income (loss) in the stockholder’s equity (deficits) section of the balance sheets.

 

Exchange rate used for the translation as follows:

 

US$ to RMB  Period End   Average 
December 31, 2023   7.0786    7.1512 
March 31, 2023   6.8691    - 
December 31, 2022   6.8979    6.8562 

 

 

Cash and Cash Equivalents

 

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

 

Advances to Suppliers

 

The Company occasionally makes advances to suppliers to secure future deliveries of goods or services. These advances are recorded as assets on the balance sheet and are recognized as inventory when the related goods are received or as expenses when the related services are received. These advances primarily relate to the purchase of inventory goods to be sold.

 

The Company periodically reviews the recoverability of advances to suppliers and establishes allowances for potential losses when necessary.

 

Property and Equipment

 

Property and equipment are carried at cost net of accumulated depreciation. Expenditures that improve the functionality of the related asset or extend the useful life are capitalized. When property and equipment is retired or otherwise disposed of, the related gain or loss is included in operating income. Leasehold improvements are depreciated on the straight-line method over the shorter of the remaining lease term or estimated useful life of the asset.

 

Property and equipment are depreciated on a straight-line basis over the following periods:

 

Leasehold improvements   2 years
Office furniture    

 

Impairment of Long-Lived Assets

 

The Company has adopted Accounting Standards Codification subtopic 360-10, Property, Plant and Equipment (“ASC 360-10”). ASC 360-10 requires that long-lived assets and certain identifiable intangibles held and used by the Company be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company evaluates its long-lived assets for impairment annually or more often if events and circumstances warrant. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses, or a forecasted inability to achieve breakeven operating results over an extended period. The Company evaluates the recoverability of long-lived assets based upon forecasted undiscounted cash flows. Should impairment in value be indicated, the carrying value of intangible assets will be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset. ASC 360-10 also requires assets to be disposed of be reported at the lower of the carrying amount or the fair value less costs to sell. Impairment loss on property and equipment was $nil and $nil for the nine months ended December 31, 2023 and 2022, respectively.

 

Customer Advances

 

The Company records customer advances as liabilities when consideration is received in advance of the transfer of goods. These advances are recognized as revenue when the performance obligations associated with the advance are satisfied. These advances relate to the advance payment for orders of goods placed by the customers.

 

Lease

 

The Company adopted FASB Accounting Standards Codification, Topic 842, Leases (“ASC 842”) using the modified retrospective approach, electing the practical expedient that allows the Company not to restate its comparative periods prior to the adoption of the standard on January 1, 2019.

 

 

The new leasing standard requires recognition of leases on the balance sheets as right-of-use (“ROU”) assets and lease liabilities. ROU assets represent the Company’s right to use underlying assets for the lease terms and lease liabilities represent the Company’s obligation to make lease payments arising from the leases. Operating lease ROU assets and operating lease liabilities are recognized based on the present value and future minimum lease payments over the lease term at commencement date. The Company’s future minimum based payments used to determine the Company’s lease liabilities mainly include minimum based rent payments. As most of the Company’s leases do not provide an implicit rate, the Company uses its estimated incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company does not recognize any leases with an initial term of 12 months or less on the balance sheets.

 

Operating lease cost is recognized as a single lease cost on a straight-line basis over the lease term. Variable lease payments for common area maintenance, property taxes and other operating expenses are recognized as expense in the period when the changes in facts and circumstances on which the variable lease payments are based occur.

 

Revenue Recognition

 

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

 

Online advertising

 

The Company operates an online advertising platform that connects advertisers with publishers to display digital advertisements.

 

For the Company, revenue recognition occurs upon the following events: when a customer places an order, payment is received, and the advertisement is delivered and viewable to the end-user with no other terms and conditions.

 

Sales of goods

 

The Company operates a mobile application (“App”) through which it sells health and beauty products to customers.

 

For the Company, revenue recognition occurs upon the following events: when a customer places an order, payment is received, and the goods are delivered to or drop-shipped to and accepted by the customer. Provisions are made for estimated sales returns based on historical return rates and experience which are immaterial. The Company may record contract liabilities, such as customer advances, when payments are received from customers prior to delivery or acceptance of goods by customers.

 

Selling, General and Administrative Expenses

 

Selling, general, and administrative expenses primarily consist of costs related to sales and marketing activities, administrative functions, and certain start-up costs.

 

Selling expenses include, but are not limited to, sales commissions, advertising costs, shipping and handling expenses, and costs associated with trade shows and promotional events. General and administrative expenses encompass salaries and benefits of employees not directly involved in production, rent, utilities, office supplies, legal and professional fees, other overhead costs, and certain start-up costs.

 

Start-up costs represent expenses associated with the establishment of new operations, including activities such as market research, product development, and initial marketing efforts.

 

The Company recognizes these expenses as incurred, consistently matching with the revenues generated.

 

 

Income Taxes

 

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

 

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

 

Earnings Per Share

 

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

 

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

 

Contingencies

 

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

 

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

 

 

Fair Value Measurements

 

Fair value accounting establishes a framework for measuring fair value and expands disclosure about fair value measurements. Fair value, which is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. This framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels as follows:

 

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

 

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

 

Credit Losses on Financial Instruments

 

The Company recognizes credit losses on financial instruments in accordance with Accounting Standards Codification (ASC) Topic 326, Financial Instruments – Credit Losses. The Company uses the Current Expected Credit Losses (CECL) model to estimate credit losses on financial assets measured at amortized cost, as well as certain off-balance sheet credit exposures.

 

Under the CECL model, the estimation of credit losses involves significant judgment and estimation uncertainty. Management exercises its judgment based on historical loss experience, current economic conditions, and reasonable and supportable forecasts. Changes in these factors could have a material impact on the estimated credit losses.

 

As of December 31, 2023, the Company does not have any financial instruments subject to credit loss evaluation.

 

Income Taxes

 

The Company accounts for income taxes using an asset and liability approach which allows for the recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain.

 

Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The evaluation of a tax position is a two-step process. The first step is to determine whether it is more-likely-than-not that a tax position will be sustained upon examination, including the resolution of any related appeals or litigations based on the technical merits of that position. The second step is to measure a tax position that meets the more-likely-than-not threshold to determine the amount of benefit to be recognized in the financial statements. A tax position is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent period in which the threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not criteria should be de-recognized in the first subsequent financial reporting period in which the threshold is no longer met. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the year incurred.

 

 

Recent Accounting Pronouncements

 

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

 

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

 
v3.24.0.1
GOING CONCERN
 9 Months Ended
Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
GOING CONCERN

NOTE 3 – GOING CONCERN

 

The Company’s financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business. The Company had an accumulated deficit of $427,527 as of December 31, 2023 and negative working capital of $57,295. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.

 

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

 

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

 
v3.24.0.1
PROPERTY AND EQUIPMENT
 9 Months Ended
Dec. 31, 2023
Property, Plant and Equipment [Abstract]  
PROPERTY AND EQUIPMENT

NOTE 4 – PROPERTY AND EQUIPMENT

 

Property and equipment, net comprised of the following:

 

   December 31,
2023		   March 31,
2022		 
At Cost:          
Leasehold improvements in progress   154,873    - 
Office furniture   950    950 
Total cost   155,823    950 
Less: Accumulated depreciation   (646)   (410)
Total, net   155,277    540 

 

Depreciation expenses was $236 and $236 for the nine months ended December 31, 2023 and 2022, respectively.

 

 
v3.24.0.1
LOANS PAYABLE
 9 Months Ended
Dec. 31, 2023
Debt Disclosure [Abstract]  
LOANS PAYABLE

NOTE 5 – LOANS PAYABLE

 

The Company has outstanding loans payable to unrelated third parties in the amount of $427,675 and $nil as of December 31, 2023 and March 31, 2023, respectively. These loans are unsecured, non-interest-bearing, with a maturity date of October 19, 2026.

 
v3.24.0.1
RELATED PARTY TRANSACTIONS
 9 Months Ended
Dec. 31, 2023
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS

NOTE 6 – RELATED PARTY TRANSACTIONS

 

Loan from shareholders

 

In August 2019, the Company borrowed $71,000 from the former President of the Company, Mr. Dingshan Zhang, which bears no interest with a maturity in December 2021. During the year ended March 31, 2022, the Company repaid $17,000 to Mr. Zhang. In May 2021 the Company borrowed an additional $5,000 from Mr. Zhang. On December 29, 2021, the Company and Mr. Zhang verbally amended the loan agreement and extended the maturity date to December 31, 2023. During the year ended March 31, 2023, the Company received an additional loan in the total amount of $24,300 from, Mr. Zhang. Upon consummation of the change of control which resulted from that certain SPA entered into on April 10, 2023, the balance of the $83,300 shareholder loan was waived by Mr. Zhang in its entirety, which was recognized as an equity transaction with the shareholder.

 

During the nine months ended December 31, 2023, the Company received advances in the total amount of $371,369 from Mr. Wan, our President for working capital purpose. The loan is unsecured, non-interest-bearing and due on demand. The amount due to Mr. Wan was $371,369 and $nil as of December 31, 2023 and March 31, 2023.

 
v3.24.0.1
CONTRACT LIABILITIES
 9 Months Ended
Dec. 31, 2023
Revenue from Contract with Customer [Abstract]  
CONTRACT LIABILITIES

NOTE 7 – CONTRACT LIABILITIES

 

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

 
v3.24.0.1
INCOME TAX
 9 Months Ended
Dec. 31, 2023
Income Tax Disclosure [Abstract]  
INCOME TAX

NOTE 8 – INCOME TAX

 

The Company has not recognized an income tax benefit for its operating losses generated based on uncertainties concerning its ability to generate taxable income in future periods. The tax benefit for the period presented is offset by a valuation allowance established against deferred tax assets arising from the net operating losses, the realization of which could not be considered more likely than not. In future periods, tax benefits and related deferred tax assets will be recognized when management considers realization of such amounts to be more likely than not.

 

United States

 

Net operation losses (“NOLs”) can carry forward indefinitely up to offset 80% of taxable income after CARES Act effect on December 31, 2017. As of December 31, 2023 and March 31, 2023, deferred tax assets resulted from NOLs of approximately $92,000 and $69,000, respectively. The deferred tax asset has been fully reserved for valuation allowance as the Company believes they will most-likely-than-not realize the benefits.

 

Hong Kong

 

Companies incorporated in Hong Kong are subject to Hong Kong Profits Tax on the taxable income as reported in its statutory financial statements adjusted in accordance with relevant Hong Kong tax laws. The applicable tax rate is 16.5% on its taxable income generated from operations in Hong Kong. The Company did not make any provisions for Hong Kong profit tax as there were no assessable profits derived from or earned in Hong Kong since inception. Additionally, payments of dividends by the subsidiary incorporated in Hong Kong to the Company are not subject to any Hong Kong withholding tax.

 

 

PRC

 

Effective on January 1, 2008, the PRC Enterprise Income Tax Law, EIT Law, and Implementing Rules impose a unified enterprise income tax rate of 25% on all domestic-invested enterprises and foreign investment enterprises in PRC, unless they qualify under certain limited exceptions. As such, starting from January 1, 2008, the Company’s subsidiaries in PRC are subject to an enterprise income tax rate of 25%. NOLs can typically carried forward for a certain number of years (usually five years) to offset against future taxable income. The deferred tax asset has been fully reserved for valuation allowance as the Company believes they will most-likely-than-not realize the benefits.

 

The following table summarizes the taxable income (loss) before income taxes by jurisdiction:

 

   2023   2022 
   Nine months Ended
December 31,		 
   2023   2022 
United States  $(79,382)  $(29,397)
Hong Kong   -    - 
China   (71,814)   - 
Total  $(151,196)  $(29,397)

 

The following table summarizes a reconciliation of income tax expense for operations, calculated at the U.S. statutory federal income tax rate of 21% to total income tax expense (benefit):

   2023    2022 
   Nine months Ended
December 31,		 
   2023    2022 
Income tax expense at federal statutory rate   21.0%   21.0%
Increases/(decreases) due to:          
Foreign tax rate differential   -%   -%
Change in valuation allowance   (21.0)%   (21.0)%
Effective tax rate        -%     -%

 
v3.24.0.1
SHAREHOLDERS’ EQUITY
 9 Months Ended
Dec. 31, 2023
Equity [Abstract]  
SHAREHOLDERS’ EQUITY

NOTE 9 – SHAREHOLDERS’ EQUITY

 

The Company is authorized to issued 30,000,000 shares of Class A common stock.

 

On August 19, 2019, the Company amended its article with New York State to increase the authorized Class A common shares with a par value of $0.001 to 30,000,000 shares.

 

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

 

On March 28, 2023, the Company amended its article with New York State to change the authorized common shares with a par value of $0.001 to 30,000,000 shares, no preferred shares.

 

During the nine months ended December 31, 2023, a shareholder loan in the amount of $83,300 was forgiven by our former President and recorded as additional paid-in capital.

 

 
v3.24.0.1
LEASES
 9 Months Ended
Dec. 31, 2023
Leases [Abstract]  
LEASES

NOTE 10 – LEASES

 

The Company has two operating leases for its office space.

 

Operating lease right-of-use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The discount rate used to calculate present value is incremental borrowing rate or, if available, the rate implicit in the lease. The Company determines the incremental borrowing rate for each lease based primarily on its lease term in PRC which is approximately 4.75%.

 

Operating lease expenses were $53,022 and $nil for the nine months ended December 31, 2023 and 2022, respectively.

 

The components of lease expense and supplemental cash flow information related to leases for the period are as follows:

 

   Nine months Ended
December 31,		 
   2023   2023 
Lease cost          
Operating lease cost  $53,022   $- 
           
Other Information          
Cash paid for amounts included in the measurement of lease liabilities  $359,930   $- 
Weighted average remaining lease term – operating leases (in years)   2    - 
Average discount rate – operating lease   4.75%   -%

 

The supplemental balance sheet information related to leases is as follows:

 

   December 31,
2023		   March 31,
2023		 
Operating leases          
Right-of-use assets  $627,389   $- 
Operating lease liabilities  $688,702   $- 

 

The undiscounted future minimum lease payment schedule as follows:

 

      
For the year ending March 31,     
2024 (3 months remaining)   - 
2025   332,739 
Thereafter   - 
Total undiscounted lease payments   332,739 
Less: interest   (15,406)
Total lease liabilities   317,333 

 
v3.24.0.1
SUBSEQUENT EVENTS
 9 Months Ended
Dec. 31, 2023
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

NOTE 11 – SUBSEQUENT EVENTS

 

The Company evaluated all events or transactions that occurred after December 31, 2023 through the date the financial statements were issued. During the period, the Company did not have any material recognizable subsequent events required to be disclosed or adjusted as of and for the nine months ended December 31, 2023.
v3.24.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
 9 Months Ended
Dec. 31, 2023
Accounting Policies [Abstract]  
Basis of Presentation and Principles of Consolidation

Basis of Presentation and Principles of Consolidation

 

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), and include the assets, liabilities, revenues, expenses and cash flows of all subsidiaries. All significant inter-company transactions and balances between the Company and its subsidiaries are eliminated upon consolidation.

 

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, 2023 filed with the Securities and Exchange Commission (“SEC”) on July 14, 2023 (“2023 Form 10-K.”)

 
Use of Estimates

Use of Estimates

 

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

 

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

 
Functional and presentation currency

Functional and presentation currency

 

The functional currency of the Company is the currency of the primary economic environment in which the Company operates which is Chinese Yuan (“RMB”). The RMB is not freely convertible into the US dollar and may be subject to PRC currency restrictions for payments, including the distributions of dividends or retained earnings to the Company by its subsidiaries or its variable interest entities.

 

Transactions in currencies other than the entity’s functional currency are recorded at the rates of exchange prevailing on the date of the transaction. At the end of each reporting period, monetary items denominated in foreign currencies are translated at the rates prevailing at the end of the reporting periods. Exchange differences arising on the settlement of monetary items and on translation of monetary items at period-end are included in income statement of the period.

For the purpose of presenting these financial statements, the Company’s assets and liabilities are expressed in US$ at the exchange rate on the balance sheet date, stockholder’s equity accounts are translated at historical rates, and income and expense items are translated at the weighted average exchange rate during the period. The resulting translation adjustments are reported under accumulated other comprehensive income (loss) in the stockholder’s equity (deficits) section of the balance sheets.

 

Exchange rate used for the translation as follows:

 

US$ to RMB  Period End   Average 
December 31, 2023   7.0786    7.1512 
March 31, 2023   6.8691    - 
December 31, 2022   6.8979    6.8562 

 

 
Cash and Cash Equivalents

Cash and Cash Equivalents

 

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

 
Advances to Suppliers

Advances to Suppliers

 

The Company occasionally makes advances to suppliers to secure future deliveries of goods or services. These advances are recorded as assets on the balance sheet and are recognized as inventory when the related goods are received or as expenses when the related services are received. These advances primarily relate to the purchase of inventory goods to be sold.

 

The Company periodically reviews the recoverability of advances to suppliers and establishes allowances for potential losses when necessary.

 
Property and Equipment

Property and Equipment

 

Property and equipment are carried at cost net of accumulated depreciation. Expenditures that improve the functionality of the related asset or extend the useful life are capitalized. When property and equipment is retired or otherwise disposed of, the related gain or loss is included in operating income. Leasehold improvements are depreciated on the straight-line method over the shorter of the remaining lease term or estimated useful life of the asset.

 

Property and equipment are depreciated on a straight-line basis over the following periods:

 

Leasehold improvements   2 years
Office furniture    

 
Impairment of Long-Lived Assets

Impairment of Long-Lived Assets

 

The Company has adopted Accounting Standards Codification subtopic 360-10, Property, Plant and Equipment (“ASC 360-10”). ASC 360-10 requires that long-lived assets and certain identifiable intangibles held and used by the Company be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company evaluates its long-lived assets for impairment annually or more often if events and circumstances warrant. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses, or a forecasted inability to achieve breakeven operating results over an extended period. The Company evaluates the recoverability of long-lived assets based upon forecasted undiscounted cash flows. Should impairment in value be indicated, the carrying value of intangible assets will be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset. ASC 360-10 also requires assets to be disposed of be reported at the lower of the carrying amount or the fair value less costs to sell. Impairment loss on property and equipment was $nil and $nil for the nine months ended December 31, 2023 and 2022, respectively.

 
Customer Advances

Customer Advances

 

The Company records customer advances as liabilities when consideration is received in advance of the transfer of goods. These advances are recognized as revenue when the performance obligations associated with the advance are satisfied. These advances relate to the advance payment for orders of goods placed by the customers.

 
Lease

Lease

 

The Company adopted FASB Accounting Standards Codification, Topic 842, Leases (“ASC 842”) using the modified retrospective approach, electing the practical expedient that allows the Company not to restate its comparative periods prior to the adoption of the standard on January 1, 2019.

 

 

The new leasing standard requires recognition of leases on the balance sheets as right-of-use (“ROU”) assets and lease liabilities. ROU assets represent the Company’s right to use underlying assets for the lease terms and lease liabilities represent the Company’s obligation to make lease payments arising from the leases. Operating lease ROU assets and operating lease liabilities are recognized based on the present value and future minimum lease payments over the lease term at commencement date. The Company’s future minimum based payments used to determine the Company’s lease liabilities mainly include minimum based rent payments. As most of the Company’s leases do not provide an implicit rate, the Company uses its estimated incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company does not recognize any leases with an initial term of 12 months or less on the balance sheets.

 

Operating lease cost is recognized as a single lease cost on a straight-line basis over the lease term. Variable lease payments for common area maintenance, property taxes and other operating expenses are recognized as expense in the period when the changes in facts and circumstances on which the variable lease payments are based occur.

 
Revenue Recognition

Revenue Recognition

 

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

 

Online advertising

 

The Company operates an online advertising platform that connects advertisers with publishers to display digital advertisements.

 

For the Company, revenue recognition occurs upon the following events: when a customer places an order, payment is received, and the advertisement is delivered and viewable to the end-user with no other terms and conditions.

 

Sales of goods

 

The Company operates a mobile application (“App”) through which it sells health and beauty products to customers.

 

For the Company, revenue recognition occurs upon the following events: when a customer places an order, payment is received, and the goods are delivered to or drop-shipped to and accepted by the customer. Provisions are made for estimated sales returns based on historical return rates and experience which are immaterial. The Company may record contract liabilities, such as customer advances, when payments are received from customers prior to delivery or acceptance of goods by customers.

 
Selling, General and Administrative Expenses

Selling, General and Administrative Expenses

 

Selling, general, and administrative expenses primarily consist of costs related to sales and marketing activities, administrative functions, and certain start-up costs.

 

Selling expenses include, but are not limited to, sales commissions, advertising costs, shipping and handling expenses, and costs associated with trade shows and promotional events. General and administrative expenses encompass salaries and benefits of employees not directly involved in production, rent, utilities, office supplies, legal and professional fees, other overhead costs, and certain start-up costs.

 

Start-up costs represent expenses associated with the establishment of new operations, including activities such as market research, product development, and initial marketing efforts.

 

The Company recognizes these expenses as incurred, consistently matching with the revenues generated.

 

 
Income Taxes

Income Taxes

 

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

 

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

 
Earnings Per Share

Earnings Per Share

 

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

 

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

 
Contingencies

Contingencies

 

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

 

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

 

 
Fair Value Measurements

Fair Value Measurements

 

Fair value accounting establishes a framework for measuring fair value and expands disclosure about fair value measurements. Fair value, which is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. This framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels as follows:

 

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

 

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

 
Credit Losses on Financial Instruments

Credit Losses on Financial Instruments

 

The Company recognizes credit losses on financial instruments in accordance with Accounting Standards Codification (ASC) Topic 326, Financial Instruments – Credit Losses. The Company uses the Current Expected Credit Losses (CECL) model to estimate credit losses on financial assets measured at amortized cost, as well as certain off-balance sheet credit exposures.

 

Under the CECL model, the estimation of credit losses involves significant judgment and estimation uncertainty. Management exercises its judgment based on historical loss experience, current economic conditions, and reasonable and supportable forecasts. Changes in these factors could have a material impact on the estimated credit losses.

 

As of December 31, 2023, the Company does not have any financial instruments subject to credit loss evaluation.

 
Income Taxes

Income Taxes

 

The Company accounts for income taxes using an asset and liability approach which allows for the recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain.

 

Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The evaluation of a tax position is a two-step process. The first step is to determine whether it is more-likely-than-not that a tax position will be sustained upon examination, including the resolution of any related appeals or litigations based on the technical merits of that position. The second step is to measure a tax position that meets the more-likely-than-not threshold to determine the amount of benefit to be recognized in the financial statements. A tax position is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent period in which the threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not criteria should be de-recognized in the first subsequent financial reporting period in which the threshold is no longer met. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the year incurred.

 

 
Recent Accounting Pronouncements

Recent Accounting Pronouncements

 

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

 

There were other updates recently issued. The management does not believe that other than the disclosed above, accounting pronouncements the recently issued but not yet adopted will have a material impact on its financial position results of operations or cash flows.
v3.24.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
 9 Months Ended
Dec. 31, 2023
Accounting Policies [Abstract]  
SCHEDULE OF EXCHANGE RATE

 

US$ to RMB  Period End   Average 
December 31, 2023   7.0786    7.1512 
March 31, 2023   6.8691    - 
December 31, 2022   6.8979    6.8562 
SCHEDULE OF PROPERTY AND EQUIPMENT DEPRECIATION

Property and equipment are depreciated on a straight-line basis over the following periods:

 

Leasehold improvements   2 years
Office furniture    
v3.24.0.1
PROPERTY AND EQUIPMENT (Tables)
 9 Months Ended
Dec. 31, 2023
Property, Plant and Equipment [Abstract]  
SCHEDULE OF PROPERTY AND EQUIPMENT

Property and equipment, net comprised of the following:

 

   December 31,
2023		   March 31,
2022		 
At Cost:          
Leasehold improvements in progress   154,873    - 
Office furniture   950    950 
Total cost   155,823    950 
Less: Accumulated depreciation   (646)   (410)
Total, net   155,277    540 
v3.24.0.1
INCOME TAX (Tables)
 9 Months Ended
Dec. 31, 2023
Income Tax Disclosure [Abstract]  
SCHEDULE OF TAXABLE INCOME (LOSS) BEFORE INCOME TAXES

The following table summarizes the taxable income (loss) before income taxes by jurisdiction:

 

   2023   2022 
   Nine months Ended
December 31,		 
   2023   2022 
United States  $(79,382)  $(29,397)
Hong Kong   -    - 
China   (71,814)   - 
Total  $(151,196)  $(29,397)
SCHEDULE OF RECONCILIATION OF INCOME TAX EXPENSE FOR OPERATIONS

The following table summarizes a reconciliation of income tax expense for operations, calculated at the U.S. statutory federal income tax rate of 21% to total income tax expense (benefit):

   2023    2022 
   Nine months Ended
December 31,		 
   2023    2022 
Income tax expense at federal statutory rate   21.0%   21.0%
Increases/(decreases) due to:          
Foreign tax rate differential   -%   -%
Change in valuation allowance   (21.0)%   (21.0)%
Effective tax rate        -%     -%
v3.24.0.1
LEASES (Tables)
 9 Months Ended
Dec. 31, 2023
Leases [Abstract]  
SCHEDULE OF LEASE EXPENSES AND SUPPLEMENTAL CASH FLOW INFORMATION

The components of lease expense and supplemental cash flow information related to leases for the period are as follows:

 

   Nine months Ended
December 31,		 
   2023   2023 
Lease cost          
Operating lease cost  $53,022   $- 
           
Other Information          
Cash paid for amounts included in the measurement of lease liabilities  $359,930   $- 
Weighted average remaining lease term – operating leases (in years)   2    - 
Average discount rate – operating lease   4.75%   -%
SCHEDULE OF SUPPLEMENTAL BALANCE SHEET INFORMATION RELATED TO LEASE

The supplemental balance sheet information related to leases is as follows:

 

   December 31,
2023		   March 31,
2023		 
Operating leases          
Right-of-use assets  $627,389   $- 
Operating lease liabilities  $688,702   $- 
SCHEDULE OF UNDISCOUNTED FUTURE MINIMUM LEASE PAYMENTS

The undiscounted future minimum lease payment schedule as follows:

 

      
For the year ending March 31,     
2024 (3 months remaining)   - 
2025   332,739 
Thereafter   - 
Total undiscounted lease payments   332,739 
Less: interest   (15,406)
Total lease liabilities   317,333 
v3.24.0.1
ORGANIZATION AND PRINCIPAL ACTIVITIES (Details Narrative) - USD ($)
 9 Months Ended
Apr. 10, 2023
Jul. 01, 2019
Dec. 31, 2023
Mar. 31, 2023
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]        
Entity incorporation, state or country code     NY  
Date of incorporation     Dec. 29, 2014  
Common stock outstanding     29,995,000 29,995,000
Stock Purchase Agreement [Member] | Dazhong 368 Inc [Member]        
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]        
Shares transferred to buyer   9,000,000    
Equity ownership percentage   90.00%    
Stock Purchase Agreement [Member] | MR Barry Wan [Member]        
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]        
Shares transferred to buyer 29,215,000      
Equity ownership percentage 97.00%      
Stock purchase price $ 400,000.00      
Common stock outstanding 29,995,000      
v3.24.0.1
SCHEDULE OF EXCHANGE RATE (Details)
Dec. 31, 2023
Mar. 31, 2023
Dec. 31, 2022
Period End RMB [Member]      
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]      
Foreign currency exchange, rate 7.0786 6.8691 6.8979
Period End Period Average RMB [Member]      
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]      
Foreign currency exchange, rate 7.1512 6.8562
v3.24.0.1
SCHEDULE OF PROPERTY AND EQUIPMENT DEPRECIATION (Details)
Dec. 31, 2023
Leasehold Improvements [Member]  
Property, Plant and Equipment [Line Items]  
Property plant and equipment 2 years
v3.24.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)
 9 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Accounting Policies [Abstract]    
Impairment long lived assets
v3.24.0.1
GOING CONCERN (Details Narrative) - USD ($)
Dec. 31, 2023
Mar. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]    
Accumulated deficit $ 427,527 $ 276,332
Working capital $ 57,295  
v3.24.0.1
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($)
Dec. 31, 2023
Mar. 31, 2023
Mar. 31, 2022
Property, Plant and Equipment [Line Items]      
Total cost $ 155,823   $ 950
Less: Accumulated depreciation (646)   (410)
Total, net 155,277 $ 540 540
Leasehold Improvements [Member]      
Property, Plant and Equipment [Line Items]      
Total cost 154,873  
Office Equipment [Member]      
Property, Plant and Equipment [Line Items]      
Total cost $ 950   $ 950
v3.24.0.1
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($)
 9 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Property, Plant and Equipment [Abstract]    
Depreciation expense $ 236 $ 236
v3.24.0.1
LOANS PAYABLE (Details Narrative) - USD ($)
Dec. 31, 2023
Mar. 31, 2023
Debt Disclosure [Abstract]    
Loans payable $ 427,675
v3.24.0.1
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)
 1 Months Ended 9 Months Ended 12 Months Ended
Apr. 10, 2023
Dec. 29, 2022
May 31, 2021
Aug. 31, 2019
Dec. 31, 2023
Dec. 31, 2022
Mar. 31, 2023
Mar. 31, 2022
Related Party Transaction [Line Items]                
Proceeds from related party         $ 369,073 $ 17,300    
Related Party [Member]                
Related Party Transaction [Line Items]                
Long term debt $ 83,300              
Unsecured debt         371,369    
President [Member]                
Related Party Transaction [Line Items]                
Proceeds from related party     $ 5,000 $ 71,000     $ 24,300  
Amendment maturity date   December 31, 2023   December 2021        
Repayments of related party debt               $ 17,000
Mr Wan [Member]                
Related Party Transaction [Line Items]                
Proceeds from related party         $ 371,369      
v3.24.0.1
CONTRACT LIABILITIES (Details Narrative) - USD ($)
Dec. 31, 2023
Mar. 31, 2023
Revenue from Contract with Customer [Abstract]    
Contract with customer liability current $ 2,800
v3.24.0.1
SCHEDULE OF TAXABLE INCOME (LOSS) BEFORE INCOME TAXES (Details) - USD ($)
 3 Months Ended 9 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2023
Dec. 31, 2022
Total $ (97,090) $ (6,772) $ (151,196) $ (29,397)
UNITED STATES        
Total     (79,382) (29,397)
HONG KONG        
Total    
CHINA        
Total     $ (71,814)
v3.24.0.1
SCHEDULE OF RECONCILIATION OF INCOME TAX EXPENSE FOR OPERATIONS (Details)
 9 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Income Tax Disclosure [Abstract]    
Income tax expense at federal statutory rate 21.00% 21.00%
Foreign tax rate differential
Change in valuation allowance (21.00%) (21.00%)
Effective tax rate
v3.24.0.1
INCOME TAX (Details Narrative) - USD ($)
 9 Months Ended
Jan. 01, 2008
Dec. 31, 2023
Dec. 31, 2022
Mar. 31, 2023
Income Tax Disclosure [Abstract]        
NOL carry forward description   Net operation losses (“NOLs”) can carry forward indefinitely up to offset 80% of taxable income after CARES Act effect on December 31, 2017    
Deferred tax asset   $ 92,000   $ 69,000
Taxable income tax rate   16.50%    
Income tax rate 25.00%      
Federal statutory income tax rate   21.00% 21.00%  
v3.24.0.1
SHAREHOLDERS’ EQUITY (Details Narrative) - USD ($)
Dec. 31, 2023
Mar. 31, 2023
Mar. 28, 2023
Oct. 11, 2021
Aug. 19, 2019
Class of Stock [Line Items]          
Common stock, shares authorized 30,000,000 30,000,000 30,000,000    
Common stock, par value $ 0.001 $ 0.001 $ 0.001    
Preferred stock, par value     0    
President [Member]          
Class of Stock [Line Items]          
Loans Payable $ 83,300        
Preferred Stock [Member]          
Class of Stock [Line Items]          
Preferred stock, par value       $ 0.001  
Preferred stock, par value       20,000,000  
Common Class A [Member]          
Class of Stock [Line Items]          
Common stock, shares authorized 30,000,000     100,000,000 30,000,000
Common stock, par value       $ 0.001 $ 0.001
v3.24.0.1
SCHEDULE OF LEASE EXPENSES AND SUPPLEMENTAL CASH FLOW INFORMATION (Details) - USD ($)
 9 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Leases [Abstract]    
Operating lease cost $ 53,022
Cash paid for amounts included in the measurement of lease liabilities $ 359,930
Weighted average remaining lease term - operating leases (in years) 2 years  
Average discount rate - operating lease 4.75%
v3.24.0.1
SCHEDULE OF SUPPLEMENTAL BALANCE SHEET INFORMATION RELATED TO LEASE (Details) - USD ($)
Dec. 31, 2023
Mar. 31, 2023
Operating leases    
Right-of-use assets $ 627,389
Operating lease liabilities $ 688,702
v3.24.0.1
SCHEDULE OF UNDISCOUNTED FUTURE MINIMUM LEASE PAYMENTS (Details) - USD ($)
Dec. 31, 2023
Mar. 31, 2023
Leases [Abstract]    
2024 (3 months remaining)  
2025 332,739  
Thereafter  
Total undiscounted lease payments 332,739  
Less: interest (15,406)  
Total lease liabilities $ 317,333
v3.24.0.1
LEASES (Details Narrative) - USD ($)
 9 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Leases [Abstract]    
Lessee, operating lease, borrowing rate 4.75%  
Opeating lease expense $ 53,022
Achison (PK) (USOTC:ACHN)
過去 株価チャート
から 5 2024 まで 6 2024 Achison (PK)のチャートをもっと見るにはこちらをクリック
Achison (PK) (USOTC:ACHN)
過去 株価チャート
から 6 2023 まで 6 2024 Achison (PK)のチャートをもっと見るにはこちらをクリック