FinanceLooker

Excrept from filing document 2024-03-31

This Amendment No 1 on Form 10 K A this Amendment amends the Annual Report on Form 10 K of Antiaging Quantum Living Inc the Company we us or our for the year ended December 31 2023 the Original Form 10 K filed with the Securities and Exchange Commission the SEC on April 15 2024 This Amendment is being filed solely to include additional Report of Independent Registered Public Accounting Firm that was omitted from the Original Form 10 K
The information contained in this Report includes some statements that are not purely historical and that are forward looking statements within the meaning of Section 27A of the Securities Act of 1933 as amended the Securities Act and Section 21E of the Securities Exchange Act of 1934 as amended the Exchange Act and as such may involve risks and uncertainties These forward looking statements relate to among other things expectations of the business environment in which we operate perceived opportunities in the market and statements regarding our mission and vision In addition any statements that refer to projections forecasts or other characterizations of future events or circumstances including any underlying assumptions are forward looking statements You can generally identify forward looking statements as statements containing the words anticipates believes continue could estimates expects intends may might plans possible potential predicts projects seeks should will would and similar expressions or the negatives of such terms but the absence of these words does not mean that a statement is not forward looking
Forward looking statements involve risks and uncertainties that could cause actual results or outcomes to differ materially from those expressed in the forward looking statements The forward looking statements contained herein are based on various assumptions many of which are based in turn upon further assumptions Our expectations beliefs and forward looking statements are expressed in good faith on the basis of management s views and assumptions as of the time the statements are made but there can be no assurance that management s expectations beliefs or projections will result or be achieved or accomplished
In addition to other factors and matters discussed elsewhere herein the following are important factors that in our view could cause actual results to differ materially from those discussed in the forward looking statements technological advances impact of competition dependence on key personnel and the need to attract new management effectiveness of cost and marketing efforts acceptances of products ability to expand markets and the availability of capital or other funding on terms satisfactory to us We disclaim any obligation to update forward looking statements to reflect events or circumstances after the date hereof
On July 1 2019 Lansdale Inc the principal stockholder of the Company Seller and controlled by the Company s prior President Mr Wanjun Xie entered into a Stock Purchase Agreement the Agreement with Dazhong 368 Inc the Buyer pursuant to which among other things Seller agreed to sell to the Buyer and the Buyer agreed to purchase from Seller a total of 9 000 000 shares of Class A Common Stock of the Company of record and beneficially by Seller The Purchased Shares represented approximately 90 of the Company s issued and outstanding shares of Class A Common Stock resulting in a change of the control of the Company Mr Dingshan Zhang was appointed as the President and CEO of the Company at the same date
Prior to the change of the management team the Company was engaging in holding or trading securities in the US market trading spot silver in Singapore s market as well as to trade whisky in the UK market The Company has changed its focus to operate online advertising business through www dazhong368 com the Website in the New York area
The Website was established by Mr Zhang in 2014 which is mainly focused on customers in the Greater New York area The Website advertises different markets for professional individuals or companies including real estate services accounting legal and so forth We charge certain fees from these advertisements posted on our Website The Company expects to generate revenue from the online advertising business and we also seek other profitable business at the same time
On March 21 2023 Barry Wan entered into a stock purchase agreement acquiring control of 29 215 000 restricted shares of common stock of the Company representing approximately 97 4 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 transaction
On April 10 2023 during the closing of the transaction Barry Wan assigned all his shares to New Lite Ventures LLC A K A New Living Ventures LLC LLC a Delaware Limited Liability Company with which Barry Wan is the sole member The foregoing transaction resulted in a change of control of the Company with LLC 97 4 of the Company s outstanding Common Stock 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 was approved by Directors Resolution to act as the new Chief Executive Officer Chief Financial Officer Treasurer Secretary and Chairman of the Board of Directors after Ms Jing Wan resigned The Company was renamed as Antiaging Quantum Living Inc on June 14 2023 by the new management Along with the name change the ticker symbol of the Company was modified to AAQL The Company plans to continue its existing operations through its website at www dazhong368 com which since 2014 has provided online advertising to different individuals or companies operating in real estate accounting legal and other professional services in the New York City area Its revenues are generated from advertising fees
On October 4 2023 the Board of Directors of the Company approved the appointment of PWN LLP to be the new independent registered public accounting firm as a result of the competitive selection process to determine the independent registered public accounting firm for the financial period ending September 30 2023 The action effectively dismissed Simon Edward LLP as the Company s independent registered public accounting firm as of October 4 2023
On December 29 2023 the Board of Directors of the Company adopted a resolution to expand its operations into the global market specifically targeting the Asia Pacific and Chinese markets In line with this expansion the Company established multiple business entities as follows AAQL Inc BVI Holding a British Virgin Islands Company wholly owned by the Company AAQL HK Limited Hong Kong Holding a wholly owned subsidiary of BVI Holding Antiaging Doctor Hangzhou Holding LTD Dao Ling Doctor Hangzhou a wholly owned subsidiary of Hong Kong Holding Dao Ling Doctor Zhejiang Health Management Limited Dao Ling Doctor Zhejiang a wholly owned subsidiary of Dao Ling Doctor Hangzhou and Dao Ling Doctor Huzhou Health Management Limited Dao Ling Doctor Huzhou a wholly owned subsidiary of Dao Ling Doctor Hangzhou Consequently this transition eventually shifted the Company from being categorized as a shell company under 17 CFR 240 12b 2 to an entity actively conducting business operations through its subsidiaries
Our strategy is to target the small to medium sized companies as well as the professional individuals that will use our Website to promote their products or services Except to build up a customized ID card introduction for each of our customers we will also help our customers to maintain their content information posted under their ID card introduction We hope this one stop service will better serve our potential customers
A few of our competitors have substantially greater financial technical and marketing resources larger customer bases longer operating histories greater name recognition and more established relationships in the industry than we have As a result certain of these competitors may be able to adopt more aggressive pricing policies that could hinder our ability to market our services We believe that our key competitive advantages are our ability to deliver reliable high quality service in a cost effective manner We cannot provide assurances however that these advantages will enable us to succeed against comparable service offerings from our competitors
There has only been limited trading for the Company s Class A common stock since it began trading on October 19 2021 There is no assurance that an active trading market will ever develop or if such a market does develop that it will continue The Securities and Exchange Commission has adopted Rule 15g 9 which establishes the definition of a penny stock for purposes relevant to the Company as any equity security that has a market price of less than 5 00 per share or with an exercise price of less than 5 00 per share subject to certain exceptions For any transaction involving a penny stock unless exempt the rules require i that a broker or dealer approve a person s account for transactions in penny stocks and ii the broker or dealer receive from the investor a written agreement to the transaction setting forth the identity and quantity of the penny stock to be purchased In order to approve a person s account for transactions in penny stocks the broker or dealer must i obtain financial information and investment experience and objectives of the person and ii make a reasonable determination that the transactions in penny stocks are suitable for that person and that person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks The broker or dealer must also deliver prior to any transaction in a penny stock a disclosure schedule prepared by the Commission relating to the penny stock market which in highlight form i sets forth the basis on which the broker or dealer made the suitability determination and ii that the broker or dealer received a signed written agreement from the investor prior to the transaction Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about commissions payable to both the broker dealer and the registered representative current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions Finally monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks
Because of these regulations broker dealers may encounter difficulties in their attempt to buy or sell shares of our common stock which may affect the ability of our shareholders to sell their shares in the secondary market and have the effect of reducing the level of trading activity in the secondary market These additional sales practice and disclosure requirements could impede the sale of our common stock in the market place In addition the liquidity for our common stock may be decreased with a corresponding decrease in the price of our common stock Our shares are likely to be subject to such penny stock rules for the foreseeable future
On June 3 2021 our Class A common stock was listed for quotation on the OTC Markets under the symbol ACHN The OTC Markets is a regulated quotation service that displays real time quotes last sale prices and volume information in over the counter equity securities The OTC Markets securities are traded by a community of market makers that enter quotes and trade reports This market is limited in comparison to the national stock exchanges and any prices quoted may not be a reliable indication of the value of our common stock
We have not declared any cash dividends on our common stock since our inception and do not anticipate paying any dividends in the foreseeable future We plan to retain future earnings if any for use in our business Any decisions as to future payments of dividends will depend on our earnings and financial position and such other facts as the Board of Directors deems relevant
We are a reporting issuer subject to the Securities Exchange Act of 1934 Our Quarterly Reports Annual Reports and other filings can be obtained from the SEC s Public Reference Room at 100 F Street NE Washington DC 20549 on official business days during the hours of 10 a m to 3 p m You may also obtain information on the operation of the Public Reference Room by calling the Commission at 1 800 SEC 0330 The Commission maintains an Internet site that contains reports proxy and information statements and other information regarding issuers that file electronically with the Commission at http www sec gov
On July 1 2019 Lansdale Inc the principal stockholder of the Company Seller and controlled by the Company s prior President Mr Wanjun Xie entered into a Stock Purchase Agreement the Agreement with Dazhong 368 Inc the Buyer pursuant to which a total of 9 000 000 shares of Class A common stock of the Company were transferred to the Buyer representing approximately 90 of the Company s issued and outstanding shares of Class A common stock resulting in a change of the control of the Company Mr Dingshan Zhang was appointed as the President and CEO of the Company at the same date
Prior to the change of the management team the Company was engaging in holding or trading securities in the US market trading spot silver in Singapore s market as well as to trade whisky in the UK market The Company has changed its focus to operate online advertising business through www dazhong368 com the Website in the New York area
The Website was established by Mr Zhang in 2014 which is mainly focused on customers in the Greater New York area The Website advertises different markets for professional individuals or companies including real estate services accounting legal and so forth We charge certain fees from these advertisements posted on our Website The Company expects to generate revenue from the online advertising business and we also seek other profitable business at the same time
On March 21 2023 Barry Wan entered into a stock purchase agreement acquiring control of 29 215 000 restricted shares of common stock of the Company representing approximately 97 4 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 transaction
On April 10 2023 during the closing of the transaction Barry Wan assigned all his shares to New Lite Ventures LLC A K A New Living Ventures LLC LLC a Delaware Limited Liability Company with which Barry Wan is the sole member The foregoing transaction resulted in a change of control of the Company with LLC 97 4 of the Company s outstanding Common Stock 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 was approved by Directors Resolution to act as the new Chief Executive Officer Chief Financial Officer Treasurer Secretary and Chairman of the Board of Directors after Ms Jing Wan resigned The Company was renamed as Antiaging Quantum Living Inc on June 14 2023 by the new management Along with the name change the ticker symbol of the Company was modified to AAQL The Company plans to continue its existing operations through its website at www dazhong368 com which since 2014 has provided online advertising to different individuals or companies operating in real estate accounting legal and other professional services in the New York City area Its revenues are generated from advertising fees
On October 4 2023 the Board of Directors of the Company approved the appointment of PWN LLP to be the new independent registered public accounting firm as a result of the competitive selection process to determine the independent registered public accounting firm for the financial period ending September 30 2023 The action effectively dismissed Simon Edward LLP as the Company s independent registered public accounting firm as of October 4 2023
On December 29 2023 the Board of Directors of the Company adopted a resolution to expand its operations into the global market specifically targeting the Asia Pacific and Chinese markets In line with this expansion the Company established multiple business entities as follows AAQL Inc BVI Holding a British Virgin Islands Company wholly owned by the Company AAQL HK Limited Hong Kong Holding a wholly owned subsidiary of BVI Holding Antiaging Doctor Hangzhou Holding LTD Dao Ling Doctor Hangzhou a wholly owned subsidiary of Hong Kong Holding Dao Ling Doctor Zhejiang Health Management Limited Dao Ling Doctor Zhejiang a wholly owned subsidiary of Dao Ling Doctor Hangzhou and Dao Ling Doctor Huzhou Health Management Limited Dao Ling Doctor Huzhou a wholly owned subsidiary of Dao Ling Doctor Hangzhou Consequently this transition eventually shifted the Company from being categorized as a shell company under 17 CFR 240 12b 2 to an entity actively conducting business operations through its subsidiaries
During the years ended March 31 2024 and 2023 the Company generated revenue in the amount of 7 499 and 13 600 respectively During the years ended March 31 2024 and 2023 the Company incurred operating expenses of 419 745 and 50 230 respectively The increase in operating expenses was mainly due to the increase in charitable donation expense of 10 000 rental expenses and employee wages and benefits and professional fees The Company has commenced its operation hence the expenses have increased To align with the business direction the Company increased professional fees and other services as required Moreover as an act of goodwill and a display of philanthropy the Company made a charitable donation of 10 000
We had Cash and cash equivalent of approximately 166 552 at March 31 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
The Company demonstrates adverse conditions that raise substantial doubt about the Company s ability to continue as a going concern These adverse conditions are negative financial trends specifically cash outflow from operating activities operating losses accumulated deficit and other adverse key financial ratios
Management s plan to alleviate the substantial doubt about the Company s ability to continue as a going concern include attempting to improve its business profitability its ability to generate sufficient cash flow from its operations and execute the business plan of the Company in order to meet its operating needs on a timely basis 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 discussion and analysis of our financial condition and results of operations are based upon our financial statements which have been prepared in accordance with the accounting principles generally accepted in the United States of America Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets liabilities revenue and expenses These estimates and assumptions are affected by management s application of accounting policies We believe that understanding the basis and nature of the estimates and assumptions included in footnote 2 of our financial statements is critical to an understanding of our financial statements
We have audited the accompanying balance sheets of Antiaging Quantum Living Inc the Company as of March 31 2024 the related statements of operation stockholders equity and cash flows for each of the years then ended and the related notes collectively referred to as the financial statements In our opinion the financial statements present fairly in all material respects the financial position of the Company at March 31 2024 and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern As described in Note 3 to the financial statements the Company has suffered recurring losses from operations has a net capital deficiency and has stated that substantial doubt exists about the Company s ability to continue as a going concern Management s evaluation of the events and conditions and management s plans regarding these matters are also described in Note 3 The financial statements do not include any adjustments that might result from the outcome of this uncertainty Our opinion is not modified with respect to this matter
These financial statements are the responsibility of the Company s management Our responsibility is to express an opinion on the Company s financial statements based on our audits We are a public accounting firm registered with the Public Company Accounting Oversight Board United States PCAOB and are required to be independent with respect to the Company in accordance with the U S federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB
We conducted our audits in accordance with the standards of the PCAOB Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement whether due to error or fraud The Company is not required to have nor were we engaged to perform an audit of its internal control over financial reporting As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company s internal control over financial reporting Accordingly we express no such opinion
Our audits included performing procedures to assess the risks of material misstatement of the financial statements whether due to error or fraud and performing procedures that respond to those risks Such procedures included examining on a test basis evidence regarding the amounts and disclosures in the financial statements Our audits also included evaluating the accounting principles used and significant estimates made by management as well as evaluating the overall presentation of the financial statements We believe that our audits provide a reasonable basis for our opinion
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the board of directors and that 1 relate to accounts or disclosures that are material to the financial statements and 2 involved our especially challenging subjective or complex judgments We determined that there are no critical audit matters
We have audited the accompanying balance sheet of Antiaging Quantum Living Inc FKA Achison Inc the Company as of March 31 2023 the related statements of operation stockholders equity and cash flows for the year then ended and the related notes collectively referred to as the financial statements In our opinion the financial statements present fairly in all material respects the financial position of the Company at March 31 2023 and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern As described in Note 3 to the financial statements the Company has suffered recurring losses from operations has a net capital deficiency and has stated that substantial doubt exists about the Company s ability to continue as a going concern Management s evaluation of the events and conditions and management s plans regarding these matters are also described in Note 3 The financial statements do not include any adjustments that might result from the outcome of this uncertainty Our opinion is not modified with respect to this matter
These financial statements are the responsibility of the Company s management Our responsibility is to express an opinion on the Company s financial statements based on our audits We are a public accounting firm registered with the Public Company Accounting Oversight Board United States PCAOB and are required to be independent with respect to the Company in accordance with the U S federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB
We conducted our audits in accordance with the standards of the PCAOB Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement whether due to error or fraud The Company is not required to have nor were we engaged to perform an audit of its internal control over financial reporting As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company s internal control over financial reporting Accordingly we express no such opinion
Our audits included performing procedures to assess the risks of material misstatement of the financial statements whether due to error or fraud and performing procedures that respond to those risks Such procedures included examining on a test basis evidence regarding the amounts and disclosures in the financial statements Our audits also included evaluating the accounting principles used and significant estimates made by management as well as evaluating the overall presentation of the financial statements We believe that our audits provide a reasonable basis for our opinion
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the board of directors and that 1 relate to accounts or disclosures that are material to the financial statements and 2 involved our especially challenging subjective or complex judgments We determined that there are no critical audit matters
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
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
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 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 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
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
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
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
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
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 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
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 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
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
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
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 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
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
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
In June 2016 the FASB issued ASU No 2016 13 Topic 326 Financial Instruments Credit Losses Measurement of Credit Losses on Financial Instruments which amends the current accounting guidance and requires the use of the new forward looking expected loss model rather than the incurred loss model which requires all expected losses to be determined based on historical experience current conditions and reasonable and supportable forecasts In November 2019 the FASB issued ASU No 2019 10 to postpone the effective date of ASU No 2016 13 for public business entities eligible to be smaller reporting companies SRCs as defined by the SEC ASU No 2016 13 is effective for SRCs for fiscal years beginning after December 15 2022 including interim periods within those fiscal years The Company adopted ASU 2016 13 on its financial position and results of operations as of April 1 2023 with no material impact
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 689 303 as of March 31 2024 and negative working capital of 647 227 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
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
Contract liabilities represent payments received in advance of performance under the contract for the unsatisfied performance obligation and are realized when the associated revenue is recognized under the advertising contracts As of March 31 2024 and 2023 contract liabilities were nil and 2 800 respectively
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
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 March 31 2024 and 2023 deferred tax assets resulted from NOLs of approximately 97 000 and 69 000 respectively The deferred tax asset has been fully reserved for valuation allowance as the Company believes they will most likely than not realize the benefits
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
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
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
The Company evaluated all events or transactions that occurred after March 31 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 years ended March 31 2024
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 Annual Report on Form 10 K is recorded processed summarized and reported within the time periods specified by the Securities and Exchange Commission Disclosure controls are also designed with an objective of ensuring that such information is accumulated and communicated to our management including our chief executive officer in order to allow timely consideration regarding required disclosures
The evaluation of our disclosure controls by our principal executive officer included a review of the controls objectives and design the operation of the controls and the effect of the controls on the information presented in this Annual Report Our management including our Chief Executive Officer does not expect that disclosure controls can or will prevent or detect all errors and all fraud if any A control system no matter how well designed and operated can provide only reasonable not absolute assurance that the objectives of the control system are met Also projections of any evaluation of the disclosure controls and procedures to future periods are subject to the risk that the disclosure controls and procedures may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate
As of the end of the period covered by this report we carried out an evaluation under the supervision and with the participation of our management including our Chief Executive Officer and Chief Financial Officer of the effectiveness of our disclosure controls and procedures as defined in Rules 13a 15 e and 15d 15 e of the Securities Exchange Act of 1934 as of the end of the period covered by this report Based on that evaluation our Chief Executive Officer and Chief Financial Officer have concluded that there were material weakness in our internal controls over Financial reporting as of March 31 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
Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the company in accordance with as defined in Rules 13a 15 f and 15d 15 f under the Exchange Act Our internal control over financial reporting is designed to provide reasonable assurance regarding the i effectiveness and efficiency of operations ii reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and iii compliance with applicable laws and regulations Our internal controls framework is based on the criteria set forth in the Internal Control Integrated Framework that was issued in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission COSO
Because of its inherent limitations internal control over financial reporting may not prevent or detect misstatements Also projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate
Management s assessment of the effectiveness of the small business issuer s internal control over financial reporting is as of the year ended March 31 2024 We believe that internal controls over financial reporting as set forth above shows material weaknesses and are not effective We have identified material weaknesses considering the nature and extent of our current operations and any risks or errors in financial reporting under current operations
This annual report does not include an attestation report of the company s registered public accounting firm regarding internal control over financial reporting Management s report was not subject to attestation by the Company s registered public accounting firm pursuant to rules of the SEC that permit the Company to provide only management s report in this annual report
Subsequent to the end of the period covered by this report and in light of the weakness described above management is in the process of designing and implementing improvements in its internal control over financial reporting and we currently plan to hire an independent third party consultant to assist in identifying and determining the appropriate accounting procedures and controls to implement
The following table sets forth the names and ages of the current directors and executive officers of the Company the principal offices and positions with the Company held by each person and the date such person became a director or executive officer of the Company The executive officers of the Company are elected annually by the Board of Directors The directors serve one year terms until their successors are elected The executive officers serve terms of one year or until their death resignation or removal by the Board of Directors
Dingshan Zhang has been the President and director of the Company since July 2019 Mr Zhang was born in Fujian China He established Sophia 33 Inc since 2012 which is focus on body health and personal body services Since 2016 Mr Zhang also established Dazhong 368 Inc in 2016 which is mainly focus on stock investment
Jing Wan has been the Manager of Your Vanity Realty a Real Estate company with offices in New York and Shanghai from January 2020 to President From October 2016 to December 2019 Ms Wan was a Marketing Associate at Douglas Elliman a Real Estate Company in New York From March 2015 to August 2016 Ms Wan was a Marketing Associate at Greenland US Holding a New York based subsidiary of Greenland Holding Group which develops residential and commercial properties in more than 30 countries From February 2014 to March 2015 Ms Wan was the Marketing PR Manager for Menusifu a software company based in New York that offers a Cloud based Restaurant POS system From September 2013 to February 2014 Ms Wan was the Senior Merchant Consultant at Universal Processing a credit card processing company located in New York has a US Accounting Professional Certificate a Bachelor of Arts in English Language and Literature and Bachelor of Economics from China Agricultural University 2012 a Bachelor of Science Agribusiness and Management from Purdue University 2012 and a Master of Business Administration Marketing Strategy from New York University Leonard N Stern School of Business 2021
Mr Wan is a seasoned entrepreneur who has made significant contributions to the science and technology real estate and insurance sectors in both the United States and China In the 2000s he successfully established multiple companies in the U S including REMAX People Realty where he served as the founder and CEO Under his leadership REMAX People Realty has become one of the leading real estate brokerage firms in New York City
All officers and directors listed above will remain in office until the next annual meeting of our stockholders and until their successors have been duly elected and qualified or until removed from office in accordance with our bylaws There are no agreements with respect to the election of Directors We have not compensated our Directors for service on our Board of Directors any committee thereof or reimbursed for expenses incurred for attendance at meetings of our Board of Directors and or any committee of our Board of Directors Officers are appointed annually by our Board of Directors and each Executive Officer serves at the discretion of our Board of Directors We do not have any standing committees Our Board of Directors may in the future determine to pay Directors fees and reimburse Directors for expenses related to their activities
The Board of Directors the Board has not established any committees The Company will notify its shareholders for an annual shareholder meeting and that they may present proposals for inclusion in the Company s proxy statement to be mailed in connection with any such annual meeting such proposals must be received by the Company at least 90 days prior to the meeting No other specific policy has been adopted in regard to the inclusion of shareholder nominations to the Board of Directors
To date we have not adopted a Code of Ethics applicable to our principal executive officer and principal financial officer because the Company has no meaningful operations The Company does not believe that a formal written code of ethics is necessary at this time We expect that the Company will adopt a code of ethics if and when the Company successfully completes a business combination that results in the acquisition of an on going business and thereby commences operations
There have been no changes in any state law or other procedures by which security holders may recommend nominees to our board of directors In addition to having no nominating committee for this purpose we currently have no specific audit committee and no audit committee financial expert Based on the fact that our current business affairs are simple any such committees are excessive and beyond the scope of our business and needs
We do not currently have an audit committee financial expert nor do we have an audit committee Our entire board of directors which currently consists of Barry Wan handles the functions that would otherwise be handled by an audit committee We do not currently have the capital resources to pay director fees to a qualified independent expert who would be willing to serve on our board and who would be willing to act as an audit committee financial expert As our business expands and as we appoint others to our board of directors we expect that we will seek a qualified independent expert to become a member of our board of directors Before retaining any such expert our board would make a determination as to whether such person is independent
The following table sets forth as of March 31 2024 the number and percentage of our outstanding shares of Class A common stock owned by i each person known to us to beneficially own more than 5 of our outstanding Class A common stock ii each director iii each named executive officer and iv all officers and directors as a group Our Class A common stock beneficially owned and percentage ownership was based on 29 995 000 shares outstanding on March 31 2023
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
During 2024 and 2023 Simon Edward LLP and PWN LLP the Company s independent auditors have billed for their services as set forth below In addition fees and services related to the audit of the financial statements of the Company for the period ended March 31 2024 as contained in this Report are estimated and included for the fiscal year ended March 31 2024

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