ITEM 5.01. CHANGES IN CONTROL OF REGISTRANT
On April 10, 2023, Barry Wan acquired control of 29,215,000 restricted shares of
common stock (the "Purchased Shares") of Achison Inc. (the "Company", "us", "we"
or "our"), 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 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, Barry 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 Barry Wan acquiring 97% 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, Dingshan Zhang resigned
from all positions he held with the Company. On April 11, 2023, Jing Wan was
appointed by our majority shareholder as our Chief Executive Officer, President
and Director. 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.
The following table sets forth, as of April 13, 2023, the beneficial ownership
of the outstanding common stock by: (i) any holder of more than five (5%)
percent; (ii) each of our executive officers and directors; and (iii) our
directors and executive officers as a group. Unless otherwise indicated, each of
the stockholders named in the table below has sole voting and dispositive power
with respect to such shares of common stock. As of the date of this Current
Report, there are 30 million shares of common stock issued and outstanding.
Amount and Nature
of Beneficial
Name and Address of Beneficial Owner Directors Ownership Percentage of
and Officers: (Common Shares) Beneficial Ownership
Jing Wan
Chief Executive Officer, President, Director 0 0 %
Barry Wan (1) 29,215,000 97.4 %
All executive officers and directors as a group
(1 person) 0 0 %
(1) Jing Wan and Barry Wan are not related
The foregoing description of the terms and conditions of the Stock Purchase
Agreement does not purport to be a complete description thereof and is qualified
in its entirety by reference to the full text of the Stock Purchase Agreement, a
copy of which is attached hereto as Exhibit 10.1 and is incorporated by
reference into this Item 5.01.
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
Dingshan Zhang resigned from all positions with the Company effective as of
April 10, 2023, including those on the Board of Directors and as the Company's
President and Chief Executive Officer. The resignation was not the result of any
disagreement with the Company on any matter relating to the Company's
operations, policies or practices.
On April 11, 2023, Jing Wan, age 34, was appointed by our majority shareholder
as our Chief Executive Officer, President and Director.
The biography for Jing Wan is set forth below:
From January 2020 to Present, Jing Wan has been the Manager of Your Vanity
Realty, a Real Estate company with offices in New York and Shanghai. 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.
Jing Wan 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).
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits:
Exhibit 10.1 Stock Purchase Agreement by and among Barry Wan on the one hand,
and Dingshan Zhang, Dazhong 368 Inc and Sophia 33 Inc on the other,
dated March 18, 2023.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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