SEC Comment Letter for Antiaging Quantum Living Inc. (AAQL) (CIK 0001672571) (AAQL) — Dec 21, 2016
Antiaging Quantum Living Inc. (AAQL) (CIK 0001672571)
Date: Dec. 21, 2016 · CIK: 0001672571 · Accession: 0000000000-16-106025
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-211051
Letter
Mail Stop 3233 December 21 , 2016 Via E -mail Wanjun Xie, Chief Executive Officer Achison Inc. 3906 Main Street Suite 207 Flushing, NY 11354
Re: Achison, Inc. Amendment No. 6 to Registration Statement on Form S-1 Filed November 26, 2016 File No. 333-211051
Dear Mr. Xie :
We have reviewed your amended registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the requested information . If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our October 19, 2016 letter .
General
1. We note your disclosure in the “certain relationships and related transaction s” section that “[a]fter the registering in SEC will be effective, Lansdale Inc . will purchase 96,000,000,000 Class A common shares of Achison Inc ., it will be about 96% shares of Achison Inc. Lansdale Inc . will pay the purchase by cash.” We further note y our disclosure throughout the document were you refer to your parent company. It appears that an investment decision has been made about the 96 billion shares Lansdale will purchase. Please tell us how this complies with Section 5 of the Securities Act.
Wanjun Xie, Chief Executive Officer Achison Inc. December 21, 2016 Page 2
Alternatively, please revise the registration statement to register the 3.9 billion shares that have not already been sold in a private offering.
2. We refer to your certificate of incorporation filed as Exhibit 3. Please tell us whether any shares were iss ued when you incorporated the company.
3. We note your response to our prior comment 1. Please revise your disclosure to specifically state that you are electing not to be an emerging growth company and will not utilize the exemptions and accommodations ava ilable to emerging growth companies. Alternatively, please disclose that you are an emerging growth company and revise your registration statement to:
Describe how and when a company may lose emerging growth company status;
Briefly describe the various exemptions that are available to you, such as exemptions from Section 404(b) of the Sarbanes -Oxley Act of 2002 and Section 14A(a) and (b) of the Securities Exchange Act of 1934; and
State your election under Section 107(b) of the JOBS Act:
o If you have el ected to opt out of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b), include a statement that the election is irrevocable; or
o If you have elected to use the extended transition period for co mplying with new or revised accounting standards under Section 102(b)(2), provide a risk factor explaining that this election allows you to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. Please state in your risk factor that, as a result of this election, your financial statements may not be comparable to companies that comply with public company effective dates. Include a simi lar statement in your critical accounting policy disclosures.
4. Please revise your disclosure in the risk factor or plan of distribution section to disclose the implications of your status as a shell company. For example, please refer to Rule 144 of the Securities Act.
Cover Page of Registration Statement
5. We note your response to our prior comment 4. Please indicate by check mark that the securities being registered are to be offered on a continuous basis Rule 415.
Wanjun Xie, Chief Executive Officer Achison Inc. December 21, 2016 Page 3
Prospectus Cover Page
6. We note your response to our prior comment 6 and your revised disclosure on page 7 that you have not made any escrow arrangements. Please revise your disclosure in this section accordingly. Additionally, please revise to provide the date the offering will end. Please refer to Item 501(b)(8)(iii) of Regulation S -K.
Outside Back Cover Page, page 4
7. Please revise your dealer prospectus delivery obligation to state that the obligation extends for 90 days after the effective date of your registration statemen t or advise. Please refer to Section 4(a)(3) of the Securities Act of 1933 and Rule 174 of Regulation C.
Prospectus Summary, page 6
8. We note your disclosure that you are setting “up several companies in same industry” and you “will split all [your] capit al into several portions, and put each portion capital into each [of your] companies, then each [of your] companies will have a smaller capital…” Please tell us whether you intend to aggregate each entit y’s funds into one parent company rather than maintai ning the assets in the individual entities. If so, please revise your risk factor section to provide related material risks.
9. We note your disclosure that you plan to engage in trading spot gold and silver in Singapore’s markets. Please revise your disclosure, where applicable, to describe the regulatory environment in Singapore for trading in spot gold and silver. Also include related risk factors.
Plan of Distribution, page 9
10. We not e your response to our prior comment 15. Please revise your disclosure to clarify how Mr. Xie complies with the requirements of Rule 3a4 -1(4) of the Exchange Act.
Interest of Named Experts, page 10
11. We note your disclosure that Blueville Inc. will pay t he company’s auditing and legal service fees under a managing company agreement. Please revise to clarify, if true, that these expenses are to be reimbursed to Blueville Inc. by the company under the February 16, 2016 managing company agreement with Bluev ille Inc. referenced in Note 7 to the company’s unaudited financial statements for the period ended September 30, 2016.
Wanjun Xie, Chief Executive Officer Achison Inc. December 21, 2016 Page 4
Financial Statements, beginning on page 12
Audited Financial Statements for the Periods Ended March 31, 2016 and 2015
12. Noting that the company is a shell company with no significant operations or assets, please clarify your auditor’s consideration of AU Section 341 of the PCAOB Interim Auditing Standards in determining that no going concern exists.
Liquidity and Capital Resource s, pages 22 - 23
13. Reference is made to the promissory letter discus sed within Note 6 on page 13. Given your current status as a shell company, please revise to expand your disclosures to discuss whether this promissory letter is le gally binding. To the e xtent limitations exist, please describe such facts and circumstances. Your response and expanded disclosures should also include relevant background information related to Landsdale, Inc. sufficient to substantiate its ability to perform on such commitme nts. Your revised disclosures should highlight and discuss all plans that management has to alleviate any potential cash flow concerns.
Changes in Internal Controls over Financial Reporting and Statement, page 25
14. We note your disclosure that one of the reasons for dismissal of your former independent accountant was his “limited experience of auditing an Investment Company.” Please revise to explain the reference to “Investment Company,” including why experience in auditing an Investment Company is relev ant to your business and whether you are, or have plans to become, an Investment Company.
Part II – Information Not Required in Prospectus, page 23
Other Expenses of Issuance and Distributions, page 28
15. We note your disclosure that Blueville Inc. will pay all offering expenses. Please revise the table to quantify the offering expenses. Refer to Item 511 of Regulation S -K.
Undertakings, page 28
16. Please include the undertakings required by Item 512(a)(1) and (a)(3) of Regulation S -K.
Exhibits and Financ ial Statement Schedules, page 28
Exhibit 2 8
17. Please include an updated consent from your independent accountant in the pre -effective amendment.
Wanjun Xie, Chief Executive Officer Achison Inc. December 21, 2016 Page 5
Exhibit 5 Filed with Amendment 4 to Form S -1 on November 15, 2016
18. We note your response to our prior comment 24. We note that assumption (vii) in paragraph 7 now assumes that you have a sufficient number of authorized shares as of the date of the opinion. Please have counsel revise the legal opinion to clarify that, as of the date of the opinion, you hav e a sufficient number of authorized shares.
You may contact Paul Cline at (202)551 -3851 or Wilson Lee at (202)551 -3468 if you have questions regarding comments on the financial statements and related matters. Please contact Stacie Gorman at (202)551 -3585 or me at (202)551 -3673 with any other questions.
Sincerely,
/s/ Folake Ayoola
Show Raw Text
Mail Stop 3233
December 21 , 2016
Via E -mail
Wanjun Xie, Chief Executive Officer
Achison Inc.
3906 Main Street
Suite 207
Flushing, NY 11354
Re: Achison, Inc.
Amendment No. 6 to Registration Statement on Form S-1
Filed November 26, 2016
File No. 333-211051
Dear Mr. Xie :
We have reviewed your amended registration statement and have the following
comments. In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information . If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our October 19, 2016 letter .
General
1. We note your disclosure in the “certain relationships and related transaction s” section that
“[a]fter the registering in SEC will be effective, Lansdale Inc . will purchase
96,000,000,000 Class A common shares of Achison Inc ., it will be about 96% shares of
Achison Inc. Lansdale Inc . will pay the purchase by cash.” We further note y our
disclosure throughout the document were you refer to your parent company. It appears
that an investment decision has been made about the 96 billion shares Lansdale will
purchase. Please tell us how this complies with Section 5 of the Securities Act.
Wanjun Xie, Chief Executive Officer
Achison Inc.
December 21, 2016
Page 2
Alternatively, please revise the registration statement to register the 3.9 billion shares that
have not already been sold in a private offering.
2. We refer to your certificate of incorporation filed as Exhibit 3. Please tell us whether any
shares were iss ued when you incorporated the company.
3. We note your response to our prior comment 1. Please revise your disclosure to
specifically state that you are electing not to be an emerging growth company and will
not utilize the exemptions and accommodations ava ilable to emerging growth companies.
Alternatively, please disclose that you are an emerging growth company and revise your
registration statement to:
Describe how and when a company may lose emerging growth company status;
Briefly describe the various exemptions that are available to you, such as
exemptions from Section 404(b) of the Sarbanes -Oxley Act of 2002 and Section
14A(a) and (b) of the Securities Exchange Act of 1934; and
State your election under Section 107(b) of the JOBS Act:
o If you have el ected to opt out of the extended transition period for
complying with new or revised accounting standards pursuant to Section
107(b), include a statement that the election is irrevocable; or
o If you have elected to use the extended transition period for co mplying
with new or revised accounting standards under Section 102(b)(2), provide
a risk factor explaining that this election allows you to delay the adoption
of new or revised accounting standards that have different effective dates
for public and private companies until those standards apply to private
companies. Please state in your risk factor that, as a result of this election,
your financial statements may not be comparable to companies that
comply with public company effective dates. Include a simi lar statement
in your critical accounting policy disclosures.
4. Please revise your disclosure in the risk factor or plan of distribution section to disclose
the implications of your status as a shell company. For example, please refer to Rule 144
of the Securities Act.
Cover Page of Registration Statement
5. We note your response to our prior comment 4. Please indicate by check mark that the
securities being registered are to be offered on a continuous basis Rule 415.
Wanjun Xie, Chief Executive Officer
Achison Inc.
December 21, 2016
Page 3
Prospectus Cover Page
6. We note your response to our prior comment 6 and your revised disclosure on page 7 that
you have not made any escrow arrangements. Please revise your disclosure in this
section accordingly. Additionally, please revise to provide the date the offering will end.
Please refer to Item 501(b)(8)(iii) of Regulation S -K.
Outside Back Cover Page, page 4
7. Please revise your dealer prospectus delivery obligation to state that the obligation
extends for 90 days after the effective date of your registration statemen t or advise.
Please refer to Section 4(a)(3) of the Securities Act of 1933 and Rule 174 of Regulation
C.
Prospectus Summary, page 6
8. We note your disclosure that you are setting “up several companies in same industry” and
you “will split all [your] capit al into several portions, and put each portion capital into
each [of your] companies, then each [of your] companies will have a smaller capital…”
Please tell us whether you intend to aggregate each entit y’s funds into one parent
company rather than maintai ning the assets in the individual entities. If so, please revise
your risk factor section to provide related material risks.
9. We note your disclosure that you plan to engage in trading spot gold and silver in
Singapore’s markets. Please revise your disclosure, where applicable, to describe the
regulatory environment in Singapore for trading in spot gold and silver. Also include
related risk factors.
Plan of Distribution, page 9
10. We not e your response to our prior comment 15. Please revise your disclosure to clarify
how Mr. Xie complies with the requirements of Rule 3a4 -1(4) of the Exchange Act.
Interest of Named Experts, page 10
11. We note your disclosure that Blueville Inc. will pay t he company’s auditing and legal
service fees under a managing company agreement. Please revise to clarify, if true, that
these expenses are to be reimbursed to Blueville Inc. by the company under the February
16, 2016 managing company agreement with Bluev ille Inc. referenced in Note 7 to the
company’s unaudited financial statements for the period ended September 30, 2016.
Wanjun Xie, Chief Executive Officer
Achison Inc.
December 21, 2016
Page 4
Financial Statements, beginning on page 12
Audited Financial Statements for the Periods Ended March 31, 2016 and 2015
12. Noting that the company is a shell company with no significant operations or assets,
please clarify your auditor’s consideration of AU Section 341 of the PCAOB Interim
Auditing Standards in determining that no going concern exists.
Liquidity and Capital Resource s, pages 22 - 23
13. Reference is made to the promissory letter discus sed within Note 6 on page 13. Given
your current status as a shell company, please revise to expand your disclosures to
discuss whether this promissory letter is le gally binding. To the e xtent limitations exist,
please describe such facts and circumstances. Your response and expanded disclosures
should also include relevant background information related to Landsdale, Inc. sufficient
to substantiate its ability to perform on such commitme nts. Your revised disclosures
should highlight and discuss all plans that management has to alleviate any potential cash
flow concerns.
Changes in Internal Controls over Financial Reporting and Statement, page 25
14. We note your disclosure that one of the reasons for dismissal of your former independent
accountant was his “limited experience of auditing an Investment Company.” Please
revise to explain the reference to “Investment Company,” including why experience in
auditing an Investment Company is relev ant to your business and whether you are, or
have plans to become, an Investment Company.
Part II – Information Not Required in Prospectus, page 23
Other Expenses of Issuance and Distributions, page 28
15. We note your disclosure that Blueville Inc. will pay all offering expenses. Please revise the
table to quantify the offering expenses. Refer to Item 511 of Regulation S -K.
Undertakings, page 28
16. Please include the undertakings required by Item 512(a)(1) and (a)(3) of Regulation S -K.
Exhibits and Financ ial Statement Schedules, page 28
Exhibit 2 8
17. Please include an updated consent from your independent accountant in the pre -effective
amendment.
Wanjun Xie, Chief Executive Officer
Achison Inc.
December 21, 2016
Page 5
Exhibit 5 Filed with Amendment 4 to Form S -1 on November 15, 2016
18. We note your response to our prior comment 24. We note that assumption (vii) in
paragraph 7 now assumes that you have a sufficient number of authorized shares as of the
date of the opinion. Please have counsel revise the legal opinion to clarify that, as of the
date of the opinion, you hav e a sufficient number of authorized shares.
You may contact Paul Cline at (202)551 -3851 or Wilson Lee at (202)551 -3468 if you
have questions regarding comments on the financial statements and related matters. Please
contact Stacie Gorman at (202)551 -3585 or me at (202)551 -3673 with any other questions.
Sincerely,
/s/ Folake Ayoola
Folake Ayoola
Senior Counsel
Office of Real Estate and
Commodities