Company Quick10K Filing
Achison
Closing Price ($) Shares Out (MM) Market Cap ($MM)
$0.00 10 $26
10-Q 2019-11-15 Quarter: 2019-09-30
10-Q 2019-09-26 Quarter: 2019-06-30
10-K 2019-07-15 Annual: 2019-03-31
10-Q 2019-02-26 Quarter: 2018-12-31
10-Q 2018-11-21 Quarter: 2018-09-30
10-Q 2018-08-13 Quarter: 2018-06-30
10-K 2018-06-29 Annual: 2018-03-31
10-Q 2018-02-12 Quarter: 2017-12-31
10-Q 2017-10-30 Quarter: 2017-09-30
10-Q 2017-08-04 Quarter: 2017-06-30
8-K 2019-08-13
8-K 2019-07-03
8-K 2019-07-03
8-K 2019-03-06
8-K 2018-09-21
8-K 2018-04-18
8-K 2018-02-15
8-K 2018-01-16
ACHI 2019-09-30
Part I: Financial Information
Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operation
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 3. Defaults Upon Senior Securities
Item 4. Mine Safety Disclosures
Item 5. Other Information
Item 6. Exhibits
EX-31.1 exhibit_31-1.htm
EX-31.2 exhibit_31-2.htm
EX-32.1 exhibit_32-1.htm
EX-32.2 exhibit_32-2.htm

Achison Earnings 2019-09-30

ACHI 10Q Quarterly Report

Balance SheetIncome StatementCash Flow

Comparables ($MM TTM)
Ticker M Cap Assets Liab Rev G Profit Net Inc EBITDA EV G Margin EV/EBITDA ROA
UNIR 26 69 56 97 16 1 5 31 17% 6.0 1%
EXE 26 7 4 13 0 0 1 23 0% 46.8 6%
MPAC 26 28 2 20 21 2 2 14 110% 7.7 7%
ACHI 26 0 0 0 0 0 0 26 920.5 34%
MBCQ 26 148 115 0 0 2 4 18 4.6 2%
NWGI 25 25 18 36 0 -2 1 20 0% 26.7 -9%
BEAG 25 1 1 0 0 -1 -1 25 -39.4 -66%
PWCO 25 0 1 0 -1 -1 25 0% -49.4 -115%
SPND 25 25 8 6 0 -0 0 11 0% 26.6 -0%
INIS 25 14 15 10 5 -2 -1 24 50% -31.5 -11%

10-Q 1 achison_2019sept30-10q.htm CURRENT REPORT

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 September 30, 2019

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 333-211051

_________________

 

Achison 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.)

 

135-22 Norhern Blvd., 2nd Fl

Flushing, NY 11354

(Address of Principal Executive Offices) (Zip Code)

 

(917) 470-5393

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act: None.

  

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 September 30,2019, the registrant had 9,990,000 shares of Class A common stock outstanding.

 

 
 

 

TABLE OF CONTENTS

    PAGE
     
   Note about Forward-Looking Statements 2
     
PART I - FINANCIAL INFORMATION 3
     
Item 1 Financial Statements 3
  Balance Sheets 3
  Comparative Statements of Revenues and Expenses 4
  Statements of Changes in Stockholders' Equity 6
  Statements of Cash Flows 7
  Notes to Financial Statements 8
Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operation
Item 3 Quantitative and Qualitative Disclosures About Market Risk
Item 4 Controls and Procedures
     
PART II - OTHER INFORMATION
     
Item 1 Legal Proceedings  
Item 1A Risk Factors
Item 2 Unregistered Sales of Equity Securities and Use of Proceeds
Item 3 Defaults Upon Senior Securities
Item 4 Mine Safety Disclosures
Item 5 Other Information
Item 6 Exhibits
     
SIGNATURES

 

NOTE ABOUT FORWARD-LOOKING STATEMENTS

 

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, including those described in Part II, Item 1A, "Risk Factors" in this Quarterly Report on Form 10-Q. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this Quarterly Report on Form 10-Q may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

 

We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

 

Unless expressly indicated or the context requires otherwise, the terms "Achison," "company," "we," "us," and "our" in this document refer to Achison, Inc., a New York corporation.

2

 

 

 
 

PART I: FINANCIAL INFORMATION

 

ACHISON INC. (UNAUDITED)

 

FINANCIAL STATEMENTS

 

AS OF September 30, 2019

 

 

ACHISON INC. (UNAUDITED)
CONSOLIDATED BALANCE SHEET
AS OF SEPTEMBER 30, 2019 AND MARCH 31, 2019
       
ASSETS
       
   Sep 30, 2019  March 31, 2019
Current Assets:          
Cash and cash equivalents  $141,312   $6,092 
Short Term Investments   3,000    13,724 
Deferred Tax   10,337    10,337 
           
  Total current assets   154,649    30,153 
           
Property and Equipment:          
Billboard   100,000    —   
           
           
Less: Accumulated depreciation   —        
           
  Total Property and Equipment, net   100,000      
           
Other Assets:          
Notes Receivable   17,100    35,100 
           
  Total Other Assets   17,100    35,100 
           
TOTAL ASSETS  $271,749   $65,253 
           
           
LIABILITIES AND STOCKHOLDER'S EQUITY          
           
Current Liabilities:          
Accounts Payable  $—     $—   
Taxes Payable   —      12,166 
Loans   —      —   
           
  Total Current Liabilities   —      12,166 
           
           
Stockholder's Equity:          
Common Stock: 0.01 Par Value; 30,000,000 Shares Authorized;          
20,010,000 share issued and outstanding   210,090    9,990 
Additional paid-in capital   72,950    39,035 
Retained Earnings (Deficit)   (11,291)   4,062 
 Total Stockholder's equity   271,749    53,087 
           
Total Liabilities and Stockholder's Equity  $271,749   $65,253 

 

3

 

 
 

 

ACHISON INC. (UNAUDITED)
CONSOLIDATED COMPARATIVE STATEMENT OF REVENUES AND EXPENSES
FOR THE PERIOD ENDED SEPTEMBER 30, 2019 AND 2018
       
       
   April 1, 2019 - Sep 30, 2019  April 1, 2018 - Sep 30, 2018
       
Revenues:      
Realized Gain (loss) from Investments  $(35,924)  $63,660 
Trading Commissions   —      —   
Interest Income   1    1,418 
Unrealized Gain (loss) from Investments   —      4,599 
Services   36,000    —   
Less: (Fee and commission expense)   (1,026)   (565)
           
Net Profit (loss)   (949)   69,112 
           
Expenses:          
Bank Service Charges   122    270 
Franchise Tax, Licenses & Permits   3,288    713 
Custody Expenses   36    26 
Legal & Professional   10,958    19,919 
           
Total Expenses   14,404    20,928 
           
Excess of Revenues over Expenses before Taxes  $(15,353)  $48,184 
           
Provision for Taxes          
  Federal Tax   —      10,998 
  NY State Tax   —      3,404 
  NYC Tax   —      4,635 
           
Net Income (Loss)  $(15,353)  $29,147 

4

 

 

 

ACHISON INC. (UNAUDITED)
CONSOLIDATED STATEMENT OF REVENUES AND EXPENSES
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2019
    
    
   July 01, 2019 to September 30, 2019
    
Revenues:   
Realized Gain (loss) from Investments  $(34,035)
Trading Commissions   —   
Interest Income   —   
Unrealized Gain (loss) from Investments   —   
Services   36,000 
Less: (Fee and commission expense)   (1,005)
      
Net Profit (loss)   960 
      
Expenses:     
Bank Service Charges   60 
Franchise Tax, Licenses & Permits   1,337 
Custody Expenses   —   
Legal & Professional   6,958 
      
Total Expenses   8,355 
      
Excess of Revenues over Expenses before Taxes   (7,395)
      
Provision for Taxes     
  Federal Tax     
  NY State Tax     
  NYC Tax     
      
Net Income (Loss)  $(7,395)

 

  

 

5

 

 

 

ACHISON INC. (UNAUDITED)
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY
AS OF SEPTEMBER 30, 2016
FOR THE PERIOD FROM APRIL 01, 2019 TO SEPTEMBER 30, 2019
    
Stockholder's Equity - April 01, 2019  $53,087 
      
Add: Net (Loss) for the period from April 01, 2019 to  June 30, 2019   (15,353)
      
Add: Common Stock for the period from April 01, 2018 to  September 30, 2019   200,100 
      
Add: Additional paid-in capital from April 01, 2019 to  June 30, 2019   33,915 
      
      
Stockholder's Equity - September 30, 2019  $271,749 

6

 

 

CONSOLIDATED COMPARATIVE STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED FROM APRIL 1, 2019 TO SEPTEMBER 30, 2019 AND 2018
       
    
   April 1, 2019 - Sep 30, 2019  April 1, 2018 - Sep 30, 2018
       
Cash Flows From Operating Activities:          
           
Net (Loss)  $(15,353)  $(302)
Adjustments to reconcile excess of revenue over expenses to net cash provided by          
  operating activities:          
    Depreciation   —      —   
(Increase) decrease in assets:          
    Accounts receivables   —      —   
    Short-Term Investments   10,724    270 
    Deferred Taxes          
Increase (decrease) in liabilities:          
Accounts payables   (12,166)   —   
Net cash provided by operating activities   (16,795)   (32)
           
Cash Flows From Investing Activities:          
    Purchases of leasehold improvements   —        
Fixed Assets - Billboard   (100,000)     
Net cash (used in) investing activities   (100,000)     
           
Cash Flows From Financing Activities:          
Notes Receivable   18,000    —   
Loans Payable   —      —   
Capital stock   200,100    9,990 
Additional paid-out capital   —      —   
Additional paid-in capital   33,915    510 
           
Net cash (used by) financing activities   252,015    10,500 
           
Net (decrease) in cash and cash equivalents   135,220    10,468 
           
Cash and cash equivalents - Apr 01, 2019 and April 01, 2018   6,092    1,635 
           
Cash and cash equivalents - September 30, 2019 and september 30, 2018  $141,312   $12,103 
           
           
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:          
           
Cash paid during the period for:          
           
Interest expense  $—        
Tax expense   —        

7

 

 

 
 

  

AChison INC. (UNAUDITED)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2019

 

 

NOTE 1.

 

 

 

 

 

 

 

 

ORGANIZATION AND BUSINESS ACTIVITIES

Achison Inc., the Company, incorporated in the State of New York on December 29, 2014, is currently engaged in trading in

 

Prior to July of 2019 the Company primarily engaged in trading spot gold and silver in Singapore Markets, crypto currency and US equity stocks, currently, however, The Company currently engages only in internet advertising and has plans to acquire a vineyard to distribute and sell wines in the future. The Company’s activities are subject to significant risks and uncertainties.

 

NOTE 2.

 

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

a. Basis of Presentation

 

The accompanying consolidated financial statements and its subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP).

 

The company was incorporated on December 29, 2014, and the Company started its operations to trade the spot gold and spot silver and as of July 01, 2019 it has changed its operations to internet advertising and has plans to acquire a vineyard to distribute and sell wines.

 

These accompanying financial statements of the Company is for the fiscal year from April 01, 2019 to September 30, 2019.

 

b. Use of Estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

c. Income Taxes

 

The Company is responsible for paying federal, state and local income tax and, accordingly, provisions are made for income taxes.

 

d. Fair Value of Financial Instruments

 

The Company's financial assets and liabilities are carried at fair value or are carried at amounts which approximate fair value as the market value of such items is not materially sensitive to shifts in market interest rates due to the limited term to maturity of these instruments.

8

 

 

 
 

 

NOTE 2.

 

 

 

 

 

 

 

 

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

  

The Company adopted SFAS No. 157, which defines fair value 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, and expands disclosures about investments that are measured and reported at fair value. SFAS No. 157 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels explained below:

 

Level 1 Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments are not applied to Level 1 securities. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.

 

Level 2 Pricing inputs are other than used in Level 1 which include the closing bid price for unlisted marketable securities which are available in active or inactive markets for identical investments or liabilities, other direct or indirect observable inputs that can be corroborated by market data or the use of models or other valuation methodologies as of the reporting date. Investments which are generally included in this category include state and municipal obligations in an active or inactive market that are valued using observable inputs other than quoted prices.

 

Level 3 Pricing inputs are unobservable for the investment and include situations where there is little, if any, market activity for the investment. The inputs into the determination of fair value require significant management judgment or estimation. Investments that are included in this category generally include state and municipal obligations which are in an inactive market and valued utilizing risk assumptions based on unobservable inputs.

 

Unrealized gains and losses are included in earnings and are reported in the Statement of Income as a component of other income and losses. Generally, for all trading securities, fair value is determined by reference to quoted market prices and other relevant information generated by market transactions.

 

As at September 30, 2019, the Company did not hold any investment securities.

 

e. Basis of measurement

 

The financial statements have been prepared on the historical cost basis, except for the following material items in the statement of financial position:

 

·         All short-term investments including spot gold, spot silver and equity securities are considered Trading Securities

  

·         Short-term investments at fair value through gains or losses are measured at fair value

 

NOTE 2.

 

 

 

 

 

f. Cash and Cash Equivalents

 

The financial statements are presented in US dollar, which is the Company’s functional currency. Cash and cash equivalents include cash on hand; cash in banks and brokerage accounts and all highly liquid investments with maturity of three months or less at the time purchase.

 

The Company maintains its cash balance at a financial institution located in New York. Cash account at the New York institution are insured by the Federal Deposit Insurance Corporation up to $250,000. At times during the year, the cash balances may exceed the FDIC insurance limits. The following is a schedule of cash and cash equivalents at the year ended on September 30, 2019:

 

Cash in Bank and brokerage accounts $141,312

 

g. Revenue Recognition

 

The Company recognizes revenues when earned.

 

9

 

 

 
 

 

NOTE 3.

 

 

 

 

 

 

 

 

EARNINGS PER SHARE

 

Net loss per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period. There were no potentially dilutive shares outstanding as of September 30, 2019.

 

 

 

NOTE 4.

 

 

 

 

 

 

 

NOTE 5.

 

 

 

 

 

 

 

 

 

 

NOTE 6.

 

 

SHORT TERM INVESTMENTS

 

The Company has liquidated most of it’s short term investments as of September 30, 2019 and has recognized the losses on it’s statement of revenues and expenses. Only $3,000 investment in Start Engine Crowdfunding Inc. exists as of 09/30/2019 at cost value.

 

 

STOCKHOLDER’S EQUITY

 

The Company has authorized 30,000,000 shares of common stocks with a par value of 0.01 per share. The Company has issued and outstanding 20,010,000 Class A common shares as of September 30, 2019. In the period from April 1, 2019 to September 30, 2019, the Company didn't issue any stock types, options and warrants; the Company didn't have any share-based compensation, related to employee share-based awards, Tax benefit from share-based award activities.

 

 

RELATED PARTY TRANSACTIONS

 

On September 09, 2019, Achison Inc. has issued 10,010,000 class A Common shares to Dazhong 368 Inc., Mr. Dingshan Zhang is the CEO of Achison Inc. and is also the CEO and 100% owner of Dazhong 368 Inc.

 

On September 09, 2019 Achison Inc. has issued 10,000,000 class A common shares to Sophia 33, Inc. Mr. Dingshan Zhang is also the CEO and 100% owner of Sophia 33, Inc. 

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Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operation

 

 

The following discussion and analysis should be read in conjunction with the financial statements of Achison Inc., and the related notes included elsewhere in this statement. The historical financial data discussed below reflects the historical results and financial position of Achison Inc. In addition, this discussion and analysis contains forward looking statements and involves numerous risks and uncertainties, including those described under "Cautionary Note Regarding Forward-Looking Statement" and "Risk Factors". Actual results may differ materially from those contained in any forward looking statements.

Overview

Industry Environment

The businesses of the Corporation:

(1). Engaging in running the internet advertising net.

(2). Engaging in running vineyard, sell and store wines.

Engaging in running the internet advertising net:

(1). The website is http://dazhong368.com

(2). The website is a Chinese website, and it will service the Chinese communities in USA.

(3). Almost visitors are free to post their advertisements in our website, but they can increase the click rate for our website.

(4). Some customers will pay to publish their advertisement. This is our income resource of our internet advertising businesses.

Engaging in running vineyard, sell and store wines:

(1). We will be looking for one or more good vineyards to purchase.

(2). We will make a contract with a management service company, entrust them to manage our vineyards. Now, we don’t confirm which management service company we will choice to manage our vineyards.

(3). We will arrange wineries which will make wines for us. Now, we don’t confirm which factories we will choice to make wines for us.

(4). We will own our wines’ storages in our vineyards, to store our wines for long time.

(5). After we will get some license or permit which federal government or local governments request, then we will sell our wines in US market.

11

 

 
 
 

Describe the industry in which we are participating:

(1). The internet advertising market is huge market. The competition in the market is very intense, but there are more businesses opportunities and innovating opportunities in the internet market.

(2). A lot of grapes can be planted in some vineyards. Grapes are agricultural products. Grapes can be used to make wines. Wines can be sold in markets or be stored in its storages. If the wines won’t be damaged or go bad, almost its value can be increased year after year. Wines can be sold in the US market or the international market. Many factors can affect the price of wines.

The Corporation is engaging in selling wines in US market. the competitions are the price's competition of wines. The follow factors will impact the price of wines in US market:

(1). The type and age will impact the price of wines;

(2). The demand and supply relationship will impact the price of the wines;

(3). The expenses for custody and insured will impact the price of the wines.

The trends within industry which we are participating:

The supply-demand relationships, the aged, the quality and the markets will affect the price of wines. The price trends of wines is going up.

Set forth the timing and size of results of our efforts which will be necessary in order for us to be profitable:

In order for the Corporation to be profitable, we will study the supply-demand relationships, the products quality, the US market’s environment and the internationals market’s environment.

We anticipate that we can be profitable within 12 months after we will purchase our first vineyard.

Primary Sources of Revenues

The primary sources of revenues of the Corporation were the internet advertising service income and other incomes.

Primary Expenses

The primary expenses are the internet managing expenditure, the professional expenditure and the bank fees.

 

12

 

 

 
 
 

Components of Results of Operations

Revenue

The internet advertising service income: The primary incomes of the Corporation were internet advertising service income.

Cost of Revenue and Operating Expenses

Cost of revenue: The cost of revenue was the internet managing expenditure, the professional fees and the bank fees.

Professional expenditure: The professional expenses include the auditing fees, accounting fees and reporting service fees.

Results of Operations

Full Quarter

We discuss the financial condition, changes in financial condition and results of operations of the Corporation since July 1, 2019 to September 30, 2019.

Liquidity and Capital Resources

Our capital resources were the investment from the capital stock sold, the fund granted and the loan of owner and affiliates, and income from its operations.

Our Capital Resources sources were our internet advertising net and our cash and cash equivalents. Cash and cash equivalents were $141,312 as of September 30, 2019. 

Cash Provided by Operating Activities

$(16,795) cash was provided by operation activities as of September 30, 2019.

Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangements as of September 30, 2019.

Contractual Obligations

The Corporation didn't have any contractual obligations as of September 30, 2019.

Obligations or Liabilities

The total obligations or liabilities (including contingent obligations or liabilities) of the Corporation was $0 as of September 30, 2019.

 

 

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Contingencies

The Corporation didn't have any contingencies as of September 30, 2019.

Material Favorable Impact on Net Revenues or Income

The Corporation didn't have any material favorable impact on net revenues or income as of September 30, 2019.

Inflation and Other Changes in Prices

The inflation and other changes in prices didn't impact the Corporation's net revenues and income from continuing operations.

 

Item 3 Quantitative and Qualitative Disclosures About Market Risk
 

 

We have disclosured all market risks, including changes to foreign currency exchange rates, interest rates, and inflation.

 

Item 4 Controls and Procedures
 

 

It isn't applicable.

  PART II - OTHER INFORMATION
   
Item 1 Legal Proceedings
 

 

The Corporation didn't have any legal proceedings as of June 30, 2019.

 

Item 1A Risk Factors
 

 

1. Internet Advertising Risk:

 

(1). Market Risk:

 

The internet markets are very complex. We are difficult to hold the requirements of the internet customers. The competitors are more and more strong, and the competition are more and more intense. The advertising customers aren’t stabilized, so our advertising income isn’t stabilized too.

 

 

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(2). Technical Security Risk:

 

The technical security risk includes the internet hardware and software security, the internet running security, the data transaction security. Example for: the internet virus attack and the internet criminal can stop and damage the internet server. That the internet software will be destroyed, the data of the internet storage and delivery will be changed, cancelled, copied or used illegally can bring a gig lose to us.

 

(3). Management Risk:

 

Some lack of the human resource management and the operation management will be bring some risk to us.

 

2. Vineyard and Wines Risk:

 

(1). Risk for Purchasing Vineyards:

 

If will purchase an aged vineyard, we will invest a huge fund to remould the vineyard. If we will pay a higher price to purchase a vineyard, we will make a bigger lose.

 

(2). Vineyard Risk

 

If the management service company, which we will choice to service us, won’t provide a good service, some lose will be brought to us. If our vineyards will meet some natural damages, some huge risk will be brought to us. If the insurance company will compensate our damages, but their insurance premium will be increased.

 

(3). Wine Making Risk:

 

If the winery which we will choice to make wines for us, won’t provide a good service, or request a higher producing expense, then some lose will be brought to us.

 

(4). Wine Storage Risk:

 

If some wines will be damaged or go bad, then some lose will brought to us. If some natural damages or other damages will be happened, then some lose will be brought to us.

 

(5). Market Risk:

 

We will face an intense market competition. If we won’t sell part wine, our cash liquidity will be impacted.

 

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3. Risk Factors for Purposes Other Than Trading:

 

(1). Our Lack of an Operating History

 

The Corporation lacks an operating history, lack the managing systems and lack the human resources, then the Corporation will be facing a lot of the difficult matters. The investors can't know the ability for running the business by the operating historical data, and the investor's risk will raise.

 

(2). Our Lack of Profitable Operations in Recent Periods

 

The Corporation lacks its profitable operation in recent periods. The Corporation lacks the profitable operating history, so the investors can't know the profitable ability of the Corporation by the profitable operating historical data, and the investor's risk will raise.

 

(3). Our Financial Position

 

The Corporation lacks capital for running its business. and the investor's risk will raise.

 

(4). Our lack of Sources of Additional Funding

 

The Corporation lacks the sources of additional funding. If the Corporation will lose continually, it will lose the ability for running its business, and the investor's risk will raise.

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On September 09, 2019, Achison Inc. has issued 10,010,000 class A Common shares to Dazhong 368 Inc., Mr. Dingshan Zhang is the CEO of Achison Inc. and is also the CEO and 100% owner of Dazhong 368 Inc.

 

On September 09, 2019 Achison Inc. has issued 10,000,000 class A common shares to Sophia 33, Inc. Mr. Dingshan Zhang is also the CEO and 100% owner of Sophia 33, Inc. 

Item 3. Defaults Upon Senior Securities

None

Item 4. Mine Safety Disclosures

It isn't applicable.

Item 5. Other Information

The Corporation has changed its business since July 01, 2019.

The new business of the Corporation is that:

(1). Engaging in running the internet advertising net.

(2). Engaging in running vineyard, sell and store wines.

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Item 6. Exhibits

Exhibit Number   Description

 

31.1

 

Certification of Chief Executive Officer pursuant to the Securities Exchange Act Rules 13a-14(a) and 15d-14(a)

 

31.2

 

 

Certification of Chief Financial Officer pursuant to the Securities Exchange Act Rules 13a-14(a) and 15d-14(a)

32.1   Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350
32.2   Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350
     
101.INS   XBRL Instance Document.
101.SCH   XBRL Taxonomy Extension Schema Document.
101.CAL   XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF   XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB   XBRL Taxonomy Extension Label Linkbase Document.
101.PRE   XBRL Taxonomy Extension Presentation Linkbase Document.

 

* Amended!

** Filed previously

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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.

 

Registrant: Achison Inc.
 

 

 

 

 

By: /s/ Dingshan Zhang

 

President, On behalf of Achison Inc (Chief Executive Officer)

  Date: September 30, 2019

 

  

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