ACHN Achison Inc (PK)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (date of earliest event reported): June 6, 2024

 

ANTIAGING QUANTUM LIVING, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

New York		000-56157		47-2643986
(State of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

133-27 39th Ave #PH2A Flushing, NY		11354
(Address of principal executive offices)		(Zip Code)

 

(929) 527-5382

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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. ☐

 

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

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

 

 

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On June 6, 2024, the holders of a majority of the issued and outstanding voting securities of Antiaging Quantum Living Inc (the “Company”) approved, by written consent, an amendment to its Certificate of Incorporation of the Company to increase in the number of authorized shares of common stock of the Company from thirty million (30,000,000) shares of common stock, par value $0.001 per share, to six billion (6,000,000,000) shares of common stock, par value $0.00001 per share (the “Authorized Capital Increase”). Upon the effectiveness of the Authorized Capital Increase, the shares of common stock will be categorized as follows: 1,200,000,000 Class A shares, 1,200,000,000 Class B shares, 1,200,000,000 Class C shares, 1,200,000,000 Class D shares, and 1,200,000,000 Class E shares.

 

On June 6, 2024, the Certificate of Amendment to the Certificate of Incorporation (the “Amendment”) was filed with New York State Department effectuating the Authorized Capital Increase. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the text of the Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

Number		Description
3.1		Certificate of Amendment to the Certificate of Incorporation
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

June 21, 2024

 

ANTIAGING QUANTUM LIVING, Inc.
	/s/ Barry Wan
By:	Barry Wan
Title:	President

 

 

Exhibit 3.1

 

CERTIFICATE OF AMENDMENT

TO THE

CERTIFICATE OF INCORPORATION

OF

Antiaging Quantum Living Inc.

 

Under Section 805 of the Business Corporation Law

 

FIRST: The name of the corporation is Antiaging Quantum Living Inc..

 

SECOND: The date of filing of the Certificate of Incorporation with the Department of State is December 29, 2014.

 

THIRD: The Certificate of Incorporation is hereby amended to effect the following change:

 

To increase the shares of stock the corporation has authority to issue in paragraph Fourth of the Certificate of Incorporation from 30,000,000 shares at par value $0.001 to 6,000,000,000 shares at par value $0.00001 that the corporation has authority to issue all 6,000,000,000 shares are issued, as a result there are no unissued shares. These shares will be categorized into 1,200,000,000 Class A shares, 1,200,000,000 Class B shares, 1,200,000,000 Class C shares, 1,200,000,000 Class D shares, and 1,200,000,000 Class E shares. The ratio of change of the issued 30,000,000 shares par value $0.001 into the 6,000,000,000 shares par value $0.00001 will be on a 1 to 200 share basis.

 

As a result of this amendment paragraph Fourth of the Certificate of Incorporation will now read as follows:

 

FOURTH: The aggregate number of shares which the corporation shall have the authority to issue is 6,000,000,000 shares at par value $0.00001. These shares are categorized into 1,200,000,000 Class A shares, 1,200,000,000 Class B shares, 1,200,000,000 Class C shares, 1,200,000,000 Class D shares, and 1,200,000,000 Class E shares.

 

FOURTH: The certificate of amendment was authorized by the vote of the board of directors followed by the unanimous written consent of the holders of all outstanding shares.

 

	X:
	Barry Wan, Chief Executive Officer

 

 

CERTIFICATE OF AMENDMENT

TO THE

CERTIFICATE OF INCORPORATION

OF

Antiaging Quantum Living Inc.

 

Under Section 805 of the Business Corporation Law

 

 

Filed by:

Barry Wan

133-27 39th Ave, Ths #PH2A

Flushing

NY 11354, New York

 

v3.24.1.1.u2

Cover	Jun. 06, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 06, 2024
Current Fiscal Year End Date	--03-31
Entity File Number	000-56157
Entity Registrant Name	ANTIAGING QUANTUM LIVING, Inc.
Entity Central Index Key	0001672571
Entity Tax Identification Number	47-2643986
Entity Incorporation, State or Country Code	NY
Entity Address, Address Line One	133-27 39th Ave #PH2A Flushing
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	11354
City Area Code	(929)
Local Phone Number	527-5382
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false

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