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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 June 30, 2024

 

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)

 

917-470-5393

(Registrant’s telephone number, including area code)

 

Achison Inc.,

1345 Avenue of the Americas 33rd Floor

New York, NY 10105

(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 August 12, 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 June 30, 2024 (unaudited) and March 31, 2024 5
  Statements of Operations for the three months ended June 30, 2024 and 2023 (unaudited) 6
  Statements of Changes in Stockholders’ Deficit for the three months ended June 30, 2024 and 2023 (unaudited) 7
  Statements of Cash Flows for the three months ended June 30, 2024 and 2023 (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 June 30, 2024 (unaudited) and March 31, 2024 5
   
Consolidated Statements of Operations for the three months ended June 30, 2024 and 2023 (unaudited) 6
   
Consolidated Statements of Changes in Stockholders’ Deficit for the three months ended June 30, 2024 and 2023 (unaudited) 7
   
Consolidated Statements of Cash Flows for the three months ended June 30, 2024 and 2023 (unaudited) 8
   
Notes to Unaudited Consolidated Financial Statements 9 - 18

 

4

 

 

ANTIAGING QUANTUM LIVING INC (FKA. ACHISON INC)

Consolidated Balance Sheets

As of June 30, 2024 and March 31, 2024

Unaudited

 

   June 30,   March 31, 
   2024   2024 
ASSETS        
Current Assets          
Cash and cash equivalents  $122,651   $166,552 
Accounts receivable, net   105,284    2,001 
Advances to suppliers   33,918    27,000 
Other receivables and current assets   70,842    28,668 
Total Current Assets   332,695    224,221 
Non-Current Assets          
Property and equipment, net   223,607    215,770 
Other non-current assets   32,267    32,473 
Operating lease right of use asset, net   461,986    539,946 
Total Non-Current Assets   717,860    788,189 
Total Assets   1,050,555    1,012,410 
           
LIABILITIES AND SHAREHOLDERS’ EQUITY          
Current Liabilities          
Accounts payable and accrued expenses   103,957    64,842 
Other payables   14,591    7,422 
Due to related parties   810,917    613,843 
Taxes payable   4,340    1,124 
Advances from customers   8,475    4,345 
Operating lease liabilities - current   158,254    179,872 
Total Current Liabilities   1,100,534    871,448 
Non-Current Liabilities          
Other long-term liabilities   416,570    419,229 
Operating lease liabilities - non-current   158,254    134,903 
Total Non-Current Liabilities   574,824    554,132 
Total Liabilities   1,675,358    1,425,580 
           
Shareholders’ Equity          
Class A Common stock, $0.00001 par value; 1,200,000,000 shares authorized, 29,995,000 shares issued and outstanding   29,995    29,995 
Class B Common stock, $0.00001 par value; 1,200,000,000 shares authorized, no shares issued and outstanding        
Class C Common stock, $0.00001 par value; 1,200,000,000 shares authorized, no shares issued and outstanding        
Class D Common stock, $0.00001 par value; 1,200,000,000 shares authorized, no shares issued and outstanding   -     -  
Class E Common stock, $0.00001 par value; 1,200,000,000 shares authorized, no shares issued and outstanding        
Additional paid-in capital   243,530    243,530 
Accumulated deficit   (903,211)   (689,303)
Accumulated other comprehensive income   4,883    2,608 
Total Shareholders’ Deficit   (624,803)   (413,170)
Total Liabilities and Shareholders’ Deficit  $1,050,555   $1,012,410 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

5

 

 

ANTIAGING QUANTUM LIVING INC (FKA. ACHISON INC)

Consolidated Statements of Income and Comprehensive Income

For the Three Months Ended June 30, 2024 and 2023

Unaudited

 

   June 30,   June 30, 
   Three Months Ended 
   June 30,   June 30, 
   2024   2023 
Revenues, net  $202,069   $1,200 
Cost of revenues   165     
Gross profit   201,904    1,200 
           
Operating expenses          
Selling and marketing expenses   130,933     
General and administrative expenses   284,904    30,927 
Total operating expenses   415,837    30,927 
           
Loss from operations   (213,933)   (29,727)
           
Other income (expenses):          
Interest income   25     
Total other income (expenses), net   25     
           
Loss before income tax   (213,908)   (29,727)
           
Net loss  $(213,908)  $(29,727)
           
Weighted average shares outstanding          
Basic and diluted   29,955,000    29,995,000 
           
Loss per share          
Basic and diluted  $(0.0071)  $(0.0010)
           
Other comprehensive income (loss):          
Net loss  $(213,908)  $(29,727)
Other comprehensive income (loss):          
Foreign currency translation adjustment   2,275     
Total comprehensive loss  $(211,633)  $(29,727)

 

The accompanying notes are an integral part of these consolidated financial statements.

 

6

 

 

ANTIAGING QUANTUM LIVING INC (FKA. ACHISON INC)

Consolidated Statements of Changes in Shareholders’ Equity

For the Three Months Ended June 30, 2024 and 2023

Unaudited

 

   Shares   Amount   Shares   Amount   Shares   Amount   Shares   Amount   Shares   Amount   Capital   Deficit   Income (Loss)   Total 
    Class A         Class B   Class C         Class D   Class E                
   Common Stock   Common Stock   Common Stock   Common Stock   Common Stock          Accumulated     
   Number of       Number of       Number of       Number of       Number of      

Additional

Paid-in

   Accumulated  

other

Comprehensive

     
   Shares   Amount   Shares   Amount   Shares   Amount   Shares   Amount   Shares   Amount   Capital   Deficit   Income (Loss)   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)
                                                                       
Balance at March 31, 2024   

29,995,000

    29,995         -         -    -    -        -    243,530    (689,303)   2,608    (413,170)
Net income   -    -    -    -    -    -    -    -    -    -    -    (213,908)   -    (213,908)
Foreign currency translation adjustment   -    -    -    -    -    -    -    -    -    -    -    -    2,275    2,275 
Balance at June 30, 2024   29,995,000    

29,995

    -    -    -    -    -    -    -    -    243,530    (903,211)   4,883    (624,803)

 

The accompanying notes are an integral part of these consolidated financial statements.

 

7

 

 

ANTIAGING QUANTUM LIVING INC (FKA. ACHISON INC)

Consolidated Statements of Cash Flows

For the Three Months Ended June 30, 2024 and 2023

Unaudited

 

   June 30,   June 30, 
   Three Months Ended   
   June 30,   June 30, 
   2024   2023 
Cash flows from operating activities          
Net loss  $(213,908)  $(29,727)
Adjustments to reconcile net loss to net cash used in operating activities          
Depreciation and amortization expense   20,457    78 
Amortization of operating lease ROU assets   78,541    - 
Changes in assets and liabilities          
Increase in accounts receivable   (3,999)   - 
Increase in advances to suppliers   (6,918)   - 
Increase in prepaid expenses   -    (738)
Increase in other receivables and current assets   (42,476)   - 
Increase in accrued and other liabilities   43,368    3,401 
Increase in accounts payable   314    - 
Increase in other payables   10,464    - 
Decrease in contract liability   -    (1,200)
Decrease in other long-term liabilities   (99,636)   - 
Net cash used in operating activities   (213,793)   (28,186)
           
Cash flows from investing activities          
Purchase of fixed assets   (29,643)   - 
Net cash provided by (used in) investing activities   (29,643)   - 
           
Cash flows from financing activities          
Proceeds from related party payables and shareholder loan   199,803    62,156 
Net cash provided by financing activities   199,803    62,156 
           
Net increase (decrease) of cash and cash equivalents   (43,633)   33,970 
           
Effect of foreign currency translation   (268)   - 
Cash and cash equivalents – beginning   166,552    354 
Cash and cash equivalents – ending  $122,651   $34,324 
           
Supplementary cash flow information:          
Interest paid  $-   $- 
           
Non-cash financing and investing activities:          
Related party debt forgiven as additional paid-in capital  $-   $83,300 

 

The accompanying notes are an integral part of these consolidated 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, 2024 filed with the Securities and Exchange Commission (“SEC”) on May 16, 2024.

 

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 
June 30, 2024   7.2673    7.2416 
March 31, 2024   7.2212    7.1533 
June 30, 2023   N/A    N/A 

 

10

 

 

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.

 

Accounts receivable, net

 

The Company records accounts receivable at net realizable value consisting of the carrying amount less an allowance for uncollectible accounts. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable. The Company determines the allowance based on aging data, historical collection experience, customer specific facts and economic conditions. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.

 

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 and equipment   3 years

 

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 three months ended June 30, 2024 and 2023, 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.

 

11

 

 

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.

 

12

 

 

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 June 30, 2024 and March 31, 2024, 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 receivables, 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.

 

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 March 2024, the FASB issued ASU 2024-01, Compensation – Stock Compensation. This ASU clarifies how to determine whether profits interest and similar awards should be accounted for as share-based payment arrangements. The ASU is effective in reporting periods beginning after December 15, 2024, including interim periods within the fiscal year, on a prospective or retrospective basis. Early adoption is permitted. The Company is currently evaluating the impact that adoption of this accounting standard will have on its consolidated financial statements and disclosures.

 

In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures. This ASU requires annual and interim disclosure of significant segment expenses that are provided to the CODM as well as interim disclosures for all reportable segment’s profit or loss and assets. This guidance also requires disclosure of the title and position of the CODM and an explanation of how the CODM uses the reported measures of segment profit or loss in assessing segment performance and deciding how to allocate resources. This guidance is expected to improve financial reporting by providing additional information about a public company’s significant segment expenses and more timely and detailed segment information reporting throughout the fiscal period. The ASU is effective for the Company’s fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact that adoption of this accounting standard will have on its consolidated financial statements and disclosures.

 

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures. This ASU requires greater disaggregation of information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. This ASU applies to all entities subject to income taxes and is intended to help investors better understand an entity’s exposure to potential changes in jurisdictional tax legislation and assess income tax information that affects cash flow forecasts and capital allocation decisions. This ASU is effective for annual periods beginning after December 15, 2024, with early adoption permitted. This ASU should be applied on a prospective basis although retrospective application is permitted. The Company is currently evaluating the impact that adoption of this accounting standard will have on its consolidated financial statements and disclosures.

 

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 $903,211 as of June 30, 2024 and negative working capital of $767,839. 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:

 

  

June 30,

2024

   March 31,
2024
 
At Cost:          
Leasehold improvements in progress   89,644    72,574 
Leasehold improvements   143,667    144,532 
Office furniture and equipment   17,974    5,997 
Total cost   251,285    223,103 
Less: Accumulated depreciation   (27,678)   (7,333)
Total, net   223,607    215,770 

 

Depreciation expenses was $20,457 and $78 for the three months ended June 30, 2024 and 2023, respectively.

 

15

 

 

NOTE 5 – LOANS PAYABLE

 

The Company has outstanding loans payable to unrelated third parties in the amount of $416,570 and $419,229 as of June 30, 2024 and March 31, 2024, 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 three months ended June 30, 2024, the Company received advances in the amount of $nil from Mr. Wan, our President for working capital purpose. The advance is unsecured, non-interest-bearing and due on demand. The outstanding amount due to Mr. Wan was $294,907 and $295,336 as of June 30, 2024 and March 31, 2024.

 

During the three months ended June 30, 2024, the Company borrowed funds in the amount of $197,503 from Tairan Baohe Insurance Sales Co., Ltd. (“Tairan”), an entity where Mr. Wan’s spouse is a shareholder, for working capital purpose. The loan is unsecured, non-interest-bearing and due on demand. The amount due to Tairan was $516,010 and $318,507 as of June 30, 2024 and March 31, 2024.

 

NOTE 7 – 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 June 30, 2024 and March 31, 2024, deferred tax assets resulted from NOLs of approximately $111,000 and $97,000, 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.

 

16

 

 

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:

 

   2024   2023 
   Three months Ended
June 30,
 
   2024   2023 
United States  $(62,956)  $(29,727)
Hong Kong   -    - 
China   (150,952)   - 
Total  $(213,908)  $(29,727)

 

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

 

   2024   2023 
   Three months Ended
June 30,
 
   2024   2023 
Income tax expense at federal statutory rate   21.0%   21.0%
Income tax expense at state statutory rate   7.5    7.5%
Income tax expense at PRC statutory rate   25.0    -%
Increases/(decreases) due to:          
Foreign tax rate differential   -%   -%
Change in valuation allowance   (53.5)%   (28.5)%
Effective tax rate   -%   -%

 

NOTE 8 – SHAREHOLDERS’ EQUITY

 

The Company is authorized to issued 1,200,000,000 shares of Class A common stock.

 

On June 6, 2024, the Company amended its article with New York State to increase the authorized shares of common stock of the Company from thirty million (30,000,000) shares of common stock, par value $0.001 per share, to six billion (6,000,000,000) shares of common stock, par value $0.00001 per share (the “Authorized Capital Increase”). Upon the effectiveness of the authorized shares increase, the shares of common stock will be categorized as follows: 1,200,000,000 Class A shares, 1,200,000,000 Class B shares, 1,200,000,000 Class C shares, 1,200,000,000 Class D shares, and 1,200,000,000 Class E shares.

 

During the years ended March 31, 2024, a shareholder loan in the amount of $83,300 was forgiven by our former President and recorded as additional paid-in capital.

 

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.

 

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NOTE 9 – 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 $78,541 and $nil for the three months ended June 30, 2024 and 2023, respectively.

 

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

 

   Three months Ended
June 30,
 
   2024   2023 
Lease cost          
Operating lease cost  $78,541   $- 
           
Other Information          
Cash paid for amounts included in the measurement of lease liabilities  $-   $- 
Weighted average remaining lease term – operating leases (in years)   1.5    - 
Average discount rate – operating lease   4.75%   -%

 

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

 

   June 30,
2024
   March 31,
2024
 
Operating leases          
Right-of-use assets  $461,986   $539,946 
Operating lease liabilities  $316,508   $314,775 

 

The undiscounted future minimum lease payment schedule as follows:

 

      
For the year ending March 31,     
2025 (9 months remaining)   324,099 
Thereafter   - 
Total undiscounted lease payments   324,099 
Less: interest   (7,591)
Total lease liabilities   316,508 

 

NOTE 10 – SUBSEQUENT EVENTS

 

The Company evaluated all events or transactions that occurred after June 30, 2024 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 three months ended June 30, 2024.

 

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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.

 

On June 6, 2024, the holders of a majority of the issued and outstanding voting securities of the Company approved an amendment to its Certificate of Incorporation increase in the number of authorized shares of common stock of the Company from thirty million (30,000,000) shares of common stock, par value $0.001 per share, to six billion (6,000,000,000) shares of common stock, par value $0.00001 per share (the “Authorized Capital Increase”). Upon the effectiveness of the Authorized Capital Increase, the shares of common stock will be categorized as follows: 1,200,000,000 Class A shares, 1,200,000,000 Class B shares, 1,200,000,000 Class C shares, 1,200,000,000 Class D shares, and 1,200,000,000 Class E shares.  On the same day, the Certificate of Amendment to the Certificate of Incorporation of the Company was filed with New York State Department effectuating the Authorized Capital Increase.

 

On July 25, 2024, the Board of Directors of the Company approved the appointment of J&S Associate PLT to be the new independent registered public accounting firm for the financial period ending June 30, 2024. This appointment addressed the vacancy created by the resignation of PWN LLP as the Company’s former independent registered public accounting firm.

 

Results of Operation for the three months ended June 30, 2024 and 2023

 

   2024   2023   $ Changed   % Changed 
Revenue   202,069    1,200    200,869    16739.08%
Cost of revenues   165    -    165    100.00%
Selling, general and administrative expenses   415,837    30,927    384,910    1244.58%
Loss from operations   (213,933)   (29,727)   (184,206)   619.66%
Other income (loss)   25    -    25    100.00%
Net loss   (213,908)   (29,727)   (184,181)   619.57%

 

19

 

 

During the three months ended June 30, 2024 and 2023, the Company generated revenue in the amount of $202,069 and $1,200, respectively. During the three months ended June 30, 2024 and 2023, the Company incurred operating expenses of $415,837 and $30,927, respectively. The increase in revenues and costs are related to the sales of health and beauty products which commenced since Q3 of December 31, 2023. The increase in operating expenses was mainly due to the increase in rental expenses and employee wages and benefits, which are related to 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 June 30, 2024, our net loss was $213,908 comparing to a net loss of $29,727 for the three months ended June 30, 2023. The increase in net loss is mainly due to the increased operating expenses.

 

Equity and Capital Resources

 

As of June 30, 2024, we had an accumulated deficit of $903,211. As of June 30, 2024, we had cash of $122,651 and negative working capital of $767,839, compared to cash of $166,552 and a negative working capital of $647,227 as of March 31, 2024.

 

The increase in the working capital deficit was primarily due to advances from related party, wages payables, increase of accounts payables and customer advances.

 

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 $122,651 at June 30, 2024, 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 June 30, 2024 and they were therefore not as effective as they could be to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. The material weakness in our controls and procedure were lack of US GAAP knowledge and segregation duties. Management does not believe that any of these material weaknesses materially affected the results and accuracy of its financial statements. However, in view of this discovery of such weaknesses, management has begun a review to improve them.

 

Changes in Internal Control over Financial Reporting

 

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or Rule 15d-15 under the Exchange Act that occurred during the quarter ended June 30, 2024 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 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: August 13, 2024 /s/ Barry Wan
  Barry Wan, Chief Executive Officer
   
Date: August 13, 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)

  August 13, 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)

  August 13, 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 June 30, 2024 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 June 30, 2024 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)

 

 

 

v3.24.2.u1
Cover - shares
3 Months Ended
Jun. 30, 2024
Aug. 12, 2024
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Quarterly Report true  
Document Transition Report false  
Document Period End Date Jun. 30, 2024  
Document Fiscal Period Focus Q1  
Document Fiscal Year Focus 2025  
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 917  
Local Phone Number 470-5393  
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
v3.24.2.u1
Consolidated Balance Sheets (Unaudited) - USD ($)
Jun. 30, 2024
Mar. 31, 2024
Current Assets    
Cash and cash equivalents $ 122,651 $ 166,552
Accounts receivable, net 105,284 2,001
Advances to suppliers 33,918 27,000
Other receivables and current assets 70,842 28,668
Total Current Assets 332,695 224,221
Non-Current Assets    
Property and equipment, net 223,607 215,770
Other non-current assets 32,267 32,473
Operating lease right of use asset, net 461,986 539,946
Total Non-Current Assets 717,860 788,189
Total Assets 1,050,555 1,012,410
Current Liabilities    
Accounts payable and accrued expenses 103,957 64,842
Other payables 14,591 7,422
Taxes payable 4,340 1,124
Operating lease liabilities - current 158,254 179,872
Total Current Liabilities 1,100,534 871,448
Non-Current Liabilities    
Other long-term liabilities 416,570 419,229
Operating lease liabilities - non-current 158,254 134,903
Total Non-Current Liabilities 574,824 554,132
Total Liabilities 1,675,358 1,425,580
Shareholders’ Equity    
Additional paid-in capital 243,530 243,530
Accumulated deficit (903,211) (689,303)
Accumulated other comprehensive income 4,883 2,608
Total Shareholders’ Deficit (624,803) (413,170)
Total Liabilities and Shareholders’ Deficit 1,050,555 1,012,410
Common Class A [Member]    
Shareholders’ Equity    
Common stock, value 29,995 29,995
Common Class B [Member]    
Shareholders’ Equity    
Common stock, value
Common Class C [Member]    
Shareholders’ Equity    
Common stock, value
Common Class D [Member]    
Shareholders’ Equity    
Common stock, value
Common Class E [Member]    
Shareholders’ Equity    
Common stock, value
Related Party [Member]    
Current Liabilities    
Advances from customers 810,917 613,843
Customer [Member]    
Current Liabilities    
Advances from customers $ 8,475 $ 4,345
v3.24.2.u1
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares
Jun. 30, 2024
Mar. 31, 2024
Common Class A [Member]    
Common stock, par value $ 0.00001 $ 0.00001
Common stock, shares authorized 1,200,000,000 1,200,000,000
Common stock, shares issued 29,995,000 29,995,000
Common stock, shares outstanding 29,995,000 29,995,000
Common Class B [Member]    
Common stock, par value $ 0.00001 $ 0.00001
Common stock, shares authorized 1,200,000,000 1,200,000,000
Common stock, shares issued 0 0
Common stock, shares outstanding 0 0
Common Class C [Member]    
Common stock, par value $ 0.00001 $ 0.00001
Common stock, shares authorized 1,200,000,000 1,200,000,000
Common stock, shares issued 0 0
Common stock, shares outstanding 0 0
Common Class D [Member]    
Common stock, par value $ 0.00001 $ 0.00001
Common stock, shares authorized 1,200,000,000 1,200,000,000
Common stock, shares issued 0 0
Common stock, shares outstanding 0 0
Common Class E [Member]    
Common stock, par value $ 0.00001 $ 0.00001
Common stock, shares authorized 1,200,000,000 1,200,000,000
Common stock, shares issued 0 0
Common stock, shares outstanding 0 0
v3.24.2.u1
Consolidated Statements of Income and Comprehensive Income (Unaudited) - USD ($)
3 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Income Statement [Abstract]    
Revenues, net $ 202,069 $ 1,200
Cost of revenues 165
Gross profit 201,904 1,200
Operating expenses    
Selling and marketing expenses 130,933
General and administrative expenses 284,904 30,927
Total operating expenses 415,837 30,927
Loss from operations (213,933) (29,727)
Other income (expenses):    
Interest income 25
Total other income (expenses), net 25
Loss before income tax (213,908) (29,727)
Net loss $ (213,908) $ (29,727)
Weighted average shares outstanding    
Basic 29,955,000 29,995,000
Diluted 29,955,000 29,995,000
Loss per share    
Basic $ (0.0071) $ (0.0010)
Diluted $ (0.0071) $ (0.0010)
Other comprehensive income (loss):    
Net loss $ (213,908) $ (29,727)
Other comprehensive income (loss):    
Foreign currency translation adjustment 2,275
Total comprehensive loss $ (211,633) $ (29,727)
v3.24.2.u1
Consolidated Statements of Changes in Shareholders' Equity (Unaudited) - USD ($)
Common Stock [Member]
Common Class A [Member]
Common Stock [Member]
Common Class B [Member]
Common Stock [Member]
Common Class C [Member]
Common Stock [Member]
Common Class D [Member]
Common Stock [Member]
Common Class E [Member]
Additional Paid-in Capital [Member]
Retained Earnings [Member]
AOCI Attributable to Parent [Member]
Total
Balance at Mar. 31, 2023 $ 29,995 $ 160,230 $ (276,332) $ (86,107)
Balance, shares at Mar. 31, 2023 29,995,000                
Shareholder loan cancellation           83,300     83,300
Net income (loss) (29,727) (29,727)
Balance at Jun. 30, 2023 $ 29,995 243,530 (306,059) (32,534)
Balance, shares at Jun. 30, 2023 29,995,000                
Balance at Mar. 31, 2024 $ 29,995 243,530 (689,303) 2,608 (413,170)
Balance, shares at Mar. 31, 2024 29,995,000                
Net income (loss) (213,908) (213,908)
Foreign currency translation adjustment 2,275 2,275
Balance at Jun. 30, 2024 $ 29,995 $ 243,530 $ (903,211) $ 4,883 $ (624,803)
Balance, shares at Jun. 30, 2024 29,995,000                
v3.24.2.u1
Consolidated Statements of Cash Flows (Unaudited) - USD ($)
3 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Cash flows from operating activities    
Net loss $ (213,908) $ (29,727)
Adjustments to reconcile net loss to net cash used in operating activities    
Depreciation and amortization expense 20,457 78
Amortization of operating lease ROU assets 78,541
Changes in assets and liabilities    
Increase in accounts receivable (3,999)
Increase in advances to suppliers (6,918)
Increase in prepaid expenses (738)
Increase in other receivables and current assets (42,476)
Increase in accrued and other liabilities 43,368 3,401
Increase in accounts payable 314
Increase in other payables 10,464
Decrease in contract liability (1,200)
Decrease in other long-term liabilities (99,636)
Net cash used in operating activities (213,793) (28,186)
Cash flows from investing activities    
Purchase of fixed assets (29,643)
Net cash provided by (used in) investing activities (29,643)
Cash flows from financing activities    
Proceeds from related party payables and shareholder loan 199,803 62,156
Net cash provided by financing activities 199,803 62,156
Net increase (decrease) of cash and cash equivalents (43,633) 33,970
Effect of foreign currency translation (268)
Cash and cash equivalents – beginning 166,552 354
Cash and cash equivalents – ending 122,651 34,324
Supplementary cash flow information:    
Interest paid
Non-cash financing and investing activities:    
Related party debt forgiven as additional paid-in capital $ 83,300
v3.24.2.u1
ORGANIZATION AND PRINCIPAL ACTIVITIES
3 Months Ended
Jun. 30, 2024
Accounting Policies [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”.

 

 

v3.24.2.u1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
3 Months Ended
Jun. 30, 2024
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, 2024 filed with the Securities and Exchange Commission (“SEC”) on May 16, 2024.

 

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 
June 30, 2024   7.2673    7.2416 
March 31, 2024   7.2212    7.1533 
June 30, 2023   N/A    N/A 

 

 

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.

 

Accounts receivable, net

 

The Company records accounts receivable at net realizable value consisting of the carrying amount less an allowance for uncollectible accounts. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable. The Company determines the allowance based on aging data, historical collection experience, customer specific facts and economic conditions. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.

 

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 and equipment   3 years

 

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 three months ended June 30, 2024 and 2023, 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 June 30, 2024 and March 31, 2024, 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 receivables, 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.

 

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 March 2024, the FASB issued ASU 2024-01, Compensation – Stock Compensation. This ASU clarifies how to determine whether profits interest and similar awards should be accounted for as share-based payment arrangements. The ASU is effective in reporting periods beginning after December 15, 2024, including interim periods within the fiscal year, on a prospective or retrospective basis. Early adoption is permitted. The Company is currently evaluating the impact that adoption of this accounting standard will have on its consolidated financial statements and disclosures.

 

In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures. This ASU requires annual and interim disclosure of significant segment expenses that are provided to the CODM as well as interim disclosures for all reportable segment’s profit or loss and assets. This guidance also requires disclosure of the title and position of the CODM and an explanation of how the CODM uses the reported measures of segment profit or loss in assessing segment performance and deciding how to allocate resources. This guidance is expected to improve financial reporting by providing additional information about a public company’s significant segment expenses and more timely and detailed segment information reporting throughout the fiscal period. The ASU is effective for the Company’s fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact that adoption of this accounting standard will have on its consolidated financial statements and disclosures.

 

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures. This ASU requires greater disaggregation of information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. This ASU applies to all entities subject to income taxes and is intended to help investors better understand an entity’s exposure to potential changes in jurisdictional tax legislation and assess income tax information that affects cash flow forecasts and capital allocation decisions. This ASU is effective for annual periods beginning after December 15, 2024, with early adoption permitted. This ASU should be applied on a prospective basis although retrospective application is permitted. The Company is currently evaluating the impact that adoption of this accounting standard will have on its consolidated financial statements and disclosures.

 

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.

 

v3.24.2.u1
GOING CONCERN
3 Months Ended
Jun. 30, 2024
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 $903,211 as of June 30, 2024 and negative working capital of $767,839. 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.

 

v3.24.2.u1
PROPERTY AND EQUIPMENT
3 Months Ended
Jun. 30, 2024
Property, Plant and Equipment [Abstract]  
PROPERTY AND EQUIPMENT

NOTE 4 – PROPERTY AND EQUIPMENT

 

Property and equipment, net comprised of the following:

 

  

June 30,

2024

   March 31,
2024
 
At Cost:          
Leasehold improvements in progress   89,644    72,574 
Leasehold improvements   143,667    144,532 
Office furniture and equipment   17,974    5,997 
Total cost   251,285    223,103 
Less: Accumulated depreciation   (27,678)   (7,333)
Total, net   223,607    215,770 

 

Depreciation expenses was $20,457 and $78 for the three months ended June 30, 2024 and 2023, respectively.

 

 

v3.24.2.u1
LOANS PAYABLE
3 Months Ended
Jun. 30, 2024
Debt Disclosure [Abstract]  
LOANS PAYABLE

NOTE 5 – LOANS PAYABLE

 

The Company has outstanding loans payable to unrelated third parties in the amount of $416,570 and $419,229 as of June 30, 2024 and March 31, 2024, respectively. These loans are unsecured, non-interest-bearing, with a maturity date of October 19, 2026.

 

v3.24.2.u1
RELATED PARTY TRANSACTIONS
3 Months Ended
Jun. 30, 2024
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 three months ended June 30, 2024, the Company received advances in the amount of $nil from Mr. Wan, our President for working capital purpose. The advance is unsecured, non-interest-bearing and due on demand. The outstanding amount due to Mr. Wan was $294,907 and $295,336 as of June 30, 2024 and March 31, 2024.

 

During the three months ended June 30, 2024, the Company borrowed funds in the amount of $197,503 from Tairan Baohe Insurance Sales Co., Ltd. (“Tairan”), an entity where Mr. Wan’s spouse is a shareholder, for working capital purpose. The loan is unsecured, non-interest-bearing and due on demand. The amount due to Tairan was $516,010 and $318,507 as of June 30, 2024 and March 31, 2024.

 

v3.24.2.u1
INCOME TAX
3 Months Ended
Jun. 30, 2024
Income Tax Disclosure [Abstract]  
INCOME TAX

NOTE 7 – 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 June 30, 2024 and March 31, 2024, deferred tax assets resulted from NOLs of approximately $111,000 and $97,000, 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:

 

   2024   2023 
   Three months Ended
June 30,
 
   2024   2023 
United States  $(62,956)  $(29,727)
Hong Kong   -    - 
China   (150,952)   - 
Total  $(213,908)  $(29,727)

 

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

 

   2024   2023 
   Three months Ended
June 30,
 
   2024   2023 
Income tax expense at federal statutory rate   21.0%   21.0%
Income tax expense at state statutory rate   7.5    7.5%
Income tax expense at PRC statutory rate   25.0    -%
Increases/(decreases) due to:          
Foreign tax rate differential   -%   -%
Change in valuation allowance   (53.5)%   (28.5)%
Effective tax rate   -%   -%

 

v3.24.2.u1
SHAREHOLDERS’ EQUITY
3 Months Ended
Jun. 30, 2024
Equity [Abstract]  
SHAREHOLDERS’ EQUITY

NOTE 8 – SHAREHOLDERS’ EQUITY

 

The Company is authorized to issued 1,200,000,000 shares of Class A common stock.

 

On June 6, 2024, the Company amended its article with New York State to increase the authorized shares of common stock of the Company from thirty million (30,000,000) shares of common stock, par value $0.001 per share, to six billion (6,000,000,000) shares of common stock, par value $0.00001 per share (the “Authorized Capital Increase”). Upon the effectiveness of the authorized shares increase, the shares of common stock will be categorized as follows: 1,200,000,000 Class A shares, 1,200,000,000 Class B shares, 1,200,000,000 Class C shares, 1,200,000,000 Class D shares, and 1,200,000,000 Class E shares.

 

During the years ended March 31, 2024, a shareholder loan in the amount of $83,300 was forgiven by our former President and recorded as additional paid-in capital.

 

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.

 

 

v3.24.2.u1
LEASES
3 Months Ended
Jun. 30, 2024
Leases  
LEASES

NOTE 9 – 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 $78,541 and $nil for the three months ended June 30, 2024 and 2023, respectively.

 

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

 

   Three months Ended
June 30,
 
   2024   2023 
Lease cost          
Operating lease cost  $78,541   $- 
           
Other Information          
Cash paid for amounts included in the measurement of lease liabilities  $-   $- 
Weighted average remaining lease term – operating leases (in years)   1.5    - 
Average discount rate – operating lease   4.75%   -%

 

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

 

   June 30,
2024
   March 31,
2024
 
Operating leases          
Right-of-use assets  $461,986   $539,946 
Operating lease liabilities  $316,508   $314,775 

 

The undiscounted future minimum lease payment schedule as follows:

 

      
For the year ending March 31,     
2025 (9 months remaining)   324,099 
Thereafter   - 
Total undiscounted lease payments   324,099 
Less: interest   (7,591)
Total lease liabilities   316,508 

 

v3.24.2.u1
SUBSEQUENT EVENTS
3 Months Ended
Jun. 30, 2024
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

NOTE 10 – SUBSEQUENT EVENTS

 

The Company evaluated all events or transactions that occurred after June 30, 2024 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 three months ended June 30, 2024.

v3.24.2.u1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
3 Months Ended
Jun. 30, 2024
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, 2024 filed with the Securities and Exchange Commission (“SEC”) on May 16, 2024.

 

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 
June 30, 2024   7.2673    7.2416 
March 31, 2024   7.2212    7.1533 
June 30, 2023   N/A    N/A 

 

 

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.

 

Accounts receivable, net

Accounts receivable, net

 

The Company records accounts receivable at net realizable value consisting of the carrying amount less an allowance for uncollectible accounts. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable. The Company determines the allowance based on aging data, historical collection experience, customer specific facts and economic conditions. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.

 

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 and equipment   3 years

 

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 three months ended June 30, 2024 and 2023, 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 June 30, 2024 and March 31, 2024, 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 receivables, 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.

 

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 March 2024, the FASB issued ASU 2024-01, Compensation – Stock Compensation. This ASU clarifies how to determine whether profits interest and similar awards should be accounted for as share-based payment arrangements. The ASU is effective in reporting periods beginning after December 15, 2024, including interim periods within the fiscal year, on a prospective or retrospective basis. Early adoption is permitted. The Company is currently evaluating the impact that adoption of this accounting standard will have on its consolidated financial statements and disclosures.

 

In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures. This ASU requires annual and interim disclosure of significant segment expenses that are provided to the CODM as well as interim disclosures for all reportable segment’s profit or loss and assets. This guidance also requires disclosure of the title and position of the CODM and an explanation of how the CODM uses the reported measures of segment profit or loss in assessing segment performance and deciding how to allocate resources. This guidance is expected to improve financial reporting by providing additional information about a public company’s significant segment expenses and more timely and detailed segment information reporting throughout the fiscal period. The ASU is effective for the Company’s fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact that adoption of this accounting standard will have on its consolidated financial statements and disclosures.

 

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures. This ASU requires greater disaggregation of information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. This ASU applies to all entities subject to income taxes and is intended to help investors better understand an entity’s exposure to potential changes in jurisdictional tax legislation and assess income tax information that affects cash flow forecasts and capital allocation decisions. This ASU is effective for annual periods beginning after December 15, 2024, with early adoption permitted. This ASU should be applied on a prospective basis although retrospective application is permitted. The Company is currently evaluating the impact that adoption of this accounting standard will have on its consolidated financial statements and disclosures.

 

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.

v3.24.2.u1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
3 Months Ended
Jun. 30, 2024
Accounting Policies [Abstract]  
SCHEDULE OF EXCHANGE RATE

Exchange rate used for the translation as follows:

 

US$ to RMB  Period End   Average 
June 30, 2024   7.2673    7.2416 
March 31, 2024   7.2212    7.1533 
June 30, 2023   N/A    N/A 
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 and equipment   3 years
v3.24.2.u1
PROPERTY AND EQUIPMENT (Tables)
3 Months Ended
Jun. 30, 2024
Property, Plant and Equipment [Abstract]  
SCHEDULE OF PROPERTY AND EQUIPMENT

Property and equipment, net comprised of the following:

 

  

June 30,

2024

   March 31,
2024
 
At Cost:          
Leasehold improvements in progress   89,644    72,574 
Leasehold improvements   143,667    144,532 
Office furniture and equipment   17,974    5,997 
Total cost   251,285    223,103 
Less: Accumulated depreciation   (27,678)   (7,333)
Total, net   223,607    215,770 
v3.24.2.u1
INCOME TAX (Tables)
3 Months Ended
Jun. 30, 2024
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:

 

   2024   2023 
   Three months Ended
June 30,
 
   2024   2023 
United States  $(62,956)  $(29,727)
Hong Kong   -    - 
China   (150,952)   - 
Total  $(213,908)  $(29,727)
SCHEDULE OF RECONCILIATION OF INCOME TAX EXPENSE FOR OPERATIONS

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

 

   2024   2023 
   Three months Ended
June 30,
 
   2024   2023 
Income tax expense at federal statutory rate   21.0%   21.0%
Income tax expense at state statutory rate   7.5    7.5%
Income tax expense at PRC statutory rate   25.0    -%
Increases/(decreases) due to:          
Foreign tax rate differential   -%   -%
Change in valuation allowance   (53.5)%   (28.5)%
Effective tax rate   -%   -%
v3.24.2.u1
LEASES (Tables)
3 Months Ended
Jun. 30, 2024
Leases  
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:

 

   Three months Ended
June 30,
 
   2024   2023 
Lease cost          
Operating lease cost  $78,541   $- 
           
Other Information          
Cash paid for amounts included in the measurement of lease liabilities  $-   $- 
Weighted average remaining lease term – operating leases (in years)   1.5    - 
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:

 

   June 30,
2024
   March 31,
2024
 
Operating leases          
Right-of-use assets  $461,986   $539,946 
Operating lease liabilities  $316,508   $314,775 
SCHEDULE OF UNDISCOUNTED FUTURE MINIMUM LEASE PAYMENTS

The undiscounted future minimum lease payment schedule as follows:

 

      
For the year ending March 31,     
2025 (9 months remaining)   324,099 
Thereafter   - 
Total undiscounted lease payments   324,099 
Less: interest   (7,591)
Total lease liabilities   316,508 
v3.24.2.u1
SCHEDULE OF EXCHANGE RATE (Details)
Jun. 30, 2024
Mar. 31, 2024
Period End RMB [Member]    
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
Foreign currency exchange, rate 7.2673 7.2212
Period End Period Average RMB [Member]    
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
Foreign currency exchange, rate 7.2416 7.1533
v3.24.2.u1
SCHEDULE OF PROPERTY AND EQUIPMENT DEPRECIATION (Details)
Jun. 30, 2024
Leasehold Improvements [Member]  
Property, Plant and Equipment [Line Items]  
Property plant and equipment 2 years
Office Equipment [Member]  
Property, Plant and Equipment [Line Items]  
Property plant and equipment 3 years
v3.24.2.u1
ORGANIZATION AND PRINCIPAL ACTIVITIES (Details Narrative) - USD ($)
3 Months Ended
Apr. 10, 2023
Jul. 01, 2019
Jun. 30, 2024
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]      
Entity incorporation, state or country code     NY
Date of incorporation     Dec. 29, 2014
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    
v3.24.2.u1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)
3 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Accounting Policies [Abstract]    
Impairment long lived assets
v3.24.2.u1
GOING CONCERN (Details Narrative) - USD ($)
Jun. 30, 2024
Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]    
Accumulated deficit $ 903,211 $ 689,303
Working capital $ 767,839  
v3.24.2.u1
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($)
Jun. 30, 2024
Mar. 31, 2024
Property, Plant and Equipment [Line Items]    
Total cost $ 251,285 $ 223,103
Less: Accumulated depreciation (27,678) (7,333)
Total, net 223,607 215,770
Leasehold Improvements in Progress [Member]    
Property, Plant and Equipment [Line Items]    
Total cost 89,644 72,574
Leasehold Improvements [Member]    
Property, Plant and Equipment [Line Items]    
Total cost 143,667 144,532
Office Equipment [Member]    
Property, Plant and Equipment [Line Items]    
Total cost $ 17,974 $ 5,997
v3.24.2.u1
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($)
3 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Property, Plant and Equipment [Abstract]    
Depreciation expense $ 20,457 $ 78
v3.24.2.u1
LOANS PAYABLE (Details Narrative) - USD ($)
3 Months Ended
Jun. 30, 2024
Mar. 31, 2024
Debt Disclosure [Abstract]    
Loans payable $ 416,570 $ 419,229
Debt maturity date Oct. 19, 2026  
v3.24.2.u1
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)
1 Months Ended 3 Months Ended 12 Months Ended
Apr. 10, 2023
Dec. 29, 2021
May 31, 2021
Aug. 31, 2019
Jun. 30, 2024
Jun. 30, 2023
Mar. 31, 2023
Mar. 31, 2022
Mar. 31, 2024
Related Party Transaction [Line Items]                  
Proceeds from related party         $ 199,803 $ 62,156      
Related Party [Member]                  
Related Party Transaction [Line Items]                  
Proceeds from issuance of debt $ 83,300                
Unsecured debt         294,907       $ 295,336
President [Member]                  
Related Party Transaction [Line Items]                  
Proceeds from related party     $ 5,000 $ 71,000     $ 24,300    
Debt maturity date   December 31, 2023   December 2021          
Repayments of related party debt               $ 17,000  
Mr Wan Spouse [Member]                  
Related Party Transaction [Line Items]                  
Proceeds from related party         197,503        
Mr Wan Spouse [Member] | Related Party [Member]                  
Related Party Transaction [Line Items]                  
Unsecured debt         $ 516,010       $ 318,507
v3.24.2.u1
SCHEDULE OF TAXABLE INCOME (LOSS) BEFORE INCOME TAXES (Details) - USD ($)
3 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Total $ (213,908) $ (29,727)
UNITED STATES    
Total (62,956) (29,727)
HONG KONG    
Total
CHINA    
Total $ (150,952)
v3.24.2.u1
SCHEDULE OF RECONCILIATION OF INCOME TAX EXPENSE FOR OPERATIONS (Details)
3 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Income Tax Disclosure [Abstract]    
Income tax expense at federal statutory rate 21.00% 21.00%
Income tax expense at state statutory rate 7.50% 7.50%
Income tax expense at PRC statutory rate 25.00%
Foreign tax rate differential
Change in valuation allowance (53.50%) (28.50%)
Effective tax rate
v3.24.2.u1
INCOME TAX (Details Narrative) - USD ($)
3 Months Ended
Jan. 01, 2008
Jun. 30, 2024
Mar. 31, 2024
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   $ 111,000 $ 97,000
Taxable income tax rate   16.50%  
Income tax rate 25.00%    
v3.24.2.u1
SHAREHOLDERS’ EQUITY (Details Narrative) - USD ($)
Jun. 30, 2024
Jun. 06, 2024
Jun. 05, 2024
Mar. 31, 2024
Mar. 28, 2023
Class of Stock [Line Items]          
Common stock, shares authorized   6,000,000,000 30,000,000   30,000,000
Common stock, par value   $ 0.00001 $ 0.001   $ 0.001
Preferred stock, shares authorized         0
President [Member]          
Class of Stock [Line Items]          
Loans payable       $ 83,300  
Common Class A [Member]          
Class of Stock [Line Items]          
Common stock, shares authorized 1,200,000,000 1,200,000,000   1,200,000,000  
Common stock, par value $ 0.00001     $ 0.00001  
Common Class B [Member]          
Class of Stock [Line Items]          
Common stock, shares authorized 1,200,000,000 1,200,000,000   1,200,000,000  
Common stock, par value $ 0.00001     $ 0.00001  
Common Class C [Member]          
Class of Stock [Line Items]          
Common stock, shares authorized 1,200,000,000 1,200,000,000   1,200,000,000  
Common stock, par value $ 0.00001     $ 0.00001  
Common Class D [Member]          
Class of Stock [Line Items]          
Common stock, shares authorized 1,200,000,000 1,200,000,000   1,200,000,000  
Common stock, par value $ 0.00001     $ 0.00001  
Common Class E [Member]          
Class of Stock [Line Items]          
Common stock, shares authorized 1,200,000,000 1,200,000,000   1,200,000,000  
Common stock, par value $ 0.00001     $ 0.00001  
v3.24.2.u1
SCHEDULE OF LEASE EXPENSES AND SUPPLEMENTAL CASH FLOW INFORMATION (Details) - USD ($)
3 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Leases    
Operating lease cost $ 78,541
Cash paid for amounts included in the measurement of lease liabilities
Weighted average remaining lease term - operating leases (in years) 1 year 6 months 0 years
Average discount rate - operating lease 4.75%
v3.24.2.u1
SCHEDULE OF SUPPLEMENTAL BALANCE SHEET INFORMATION RELATED TO LEASE (Details) - USD ($)
Jun. 30, 2024
Mar. 31, 2024
Leases    
Right-of-use assets $ 461,986 $ 539,946
Operating lease liabilities $ 316,508 $ 314,775
v3.24.2.u1
SCHEDULE OF UNDISCOUNTED FUTURE MINIMUM LEASE PAYMENTS (Details) - USD ($)
Jun. 30, 2024
Mar. 31, 2024
Leases    
2025 (9 months remaining) $ 324,099  
Thereafter  
Total undiscounted lease payments 324,099  
Less: interest (7,591)  
Total lease liabilities $ 316,508 $ 314,775
v3.24.2.u1
LEASES (Details Narrative) - USD ($)
3 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Leases    
Lessee, operating lease, borrowing rate 4.75%  
Opeating lease expense $ 78,541

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