UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 2
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: March 31, 2020
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________ to _____________
Commission file number: 000-56157
ACHISON INC
(Exact name of small business issuer as specified in its charter)
| New York | 47-2643986 | |
| (State or other jurisdiction of incorporation) | (IRS Employer Identification No.) |
135-22 Northern Blvd., 2nd Fl.
Flushing, NY 11354
(Address of principal executive offices) (Zip Code)
917-470-5393
(Issuer’s telephone number)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Class A Common Stock
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
| Class A Common Stock, $0.001 par value per share | None | None |
Check whether the issuer is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. [ ]
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 [X] No [ ]
Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S−B contained in this form, and no disclosure will be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10−K or any amendment to this Form 10−K. [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes[ X ] No [ ]
The aggregate market value of the voting and non-voting shares of the Company’s Class A Common Stock held by non-affiliates based on the last sale of the Class A Common Stock on September 30, 2019, was $7,170.
Number of shares outstanding of each of the issuer’s classes of common stock on July 6, 2020: Class A Common Stock: 29,995,000.
Transitional Small Business Disclosure Format: Yes [ ] No [X]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, non-accelerated filer or a small. See definition of “large accelerated filer, accelerated filer and smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one):
| Large accelerated filer [ ] | Accelerated filer [ ] |
| Non-accelerated filer [ X ] | Smaller reporting company [X] |
Emerging growth company [X] |
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 [ ]
EXPLANATORY NOTE
This Amendment No. 2 to Achison Inc’s (the “Company”) Form 10-K for the year ended on March 31, 2020, originally filed with the Securities and Exchange Commission on July 6, 2020 and Form 10-K/A filed on October 7, 2020 (collectively the “Annual Report”), is being filed for the purpose of correcting the nomenclature of the common stock by revising the Company’s Balance Sheets as of March 31, 2020 and 2019 by adding Class A to indicate that the only common stock that the Company has authorized is Class A common stock. Other than as set forth in this Amendment No. 2, the information contained in the Annual Report, filed on July 6, 2020 and October 7, 2020, remains unchanged.
ACHISON INC
BALANCE SHEETS
| March 31, 2020 | March 31, 2019 | |||||||
(Restated) | ||||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash | $ | 61,471 | $ | 4,141 | ||||
| Short-term investments | — | 10,724 | ||||||
| Notes receivable | 70,000 | — | ||||||
| Notes receivable, net- related party | — | 18,000 | ||||||
| Total Current Assets | 131,471 | 32,865 | ||||||
| TOTAL ASSETS | $ | 131,471 | $ | 32,865 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Income tax payable | $ | — | $ | 13,383 | ||||
| Total Current Liabilities | — | 13,383 | ||||||
| NON-CURRENT LIABILITIES: | ||||||||
| Shareholder loan | 71,000 | — | ||||||
| Total Noncurrent Liabilities | 71,000 | — | ||||||
| TOTAL LIABILITIES | 71,000 | 13,383 | ||||||
| COMMITMENTS AND CONTINGENCIES(Note 5) | ||||||||
| STOCKHOLDERS’ EQUITY: | ||||||||
| Class A Common stock ($0.001 par value, 30,000,000 shares authorized, 29,995,000 shares issued and outstanding as of March 31, 2020; 9,985,000 shares issued and outstanding as of March 31, 2019) | 29,995 | 9,985 | ||||||
| Additional Paid in Capital | 160,230 | 80,140 | ||||||
| Accumulated Deficit | (129,754 | ) | (70,643 | ) | ||||
| Total Stockholders’ Equity | 60,471 | 19,482 | ||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 131,471 | $ | 32,865 | ||||
Item 6. Exhibits
* Filed herewith.
SIGNATURES
In accordance with the Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on the 22nd day of January, 2021.
| ACHISON INC | ||
| By: | /s/ Dingshan Zhang | |
Dingshan Zhang, President (Principal Executive Officer) | ||
In accordance with the requirements of the Securities and Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities indicated and on the dates stated.
| Dated: January 22, 2021 | By: | /s/ Dingshan Zhang |
| Dingshan Zhang | ||
| President (Principal Executive Officer), CFO, Sec. and Director |
