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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): January 3, 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
8.01 Other Events
Antiaging
Quantum Living Inc., a NewYork corporation, (the “Company”) is primarily engaged in online digital advertising within the
United States. On December 29, 2023, the Board of Directors of the Company adopted a resolution to expand its operations into the global
market, specifically targeting the Asia-Pacific and Chinese markets. In line with this expansion, the Company established multiple business
entities as follows:
| |
1. |
AAQL Inc. (“BVI Holding”) was incorporated under the Laws of the British Virgin Islands to function as a holding company responsible for managing all business operations outside of the United States. |
| |
|
|
| |
2. |
AAQL HK Limited (“Hong Kong Holding”) was incorporated under the Laws of Hong Kong as a wholly-owned subsidiary of the BVI Holding. Hong Kong Holding’s primary role is to act as a holding company overseeing business activities exclusively within the Asia-Pacific markets. |
| |
|
|
| |
3. |
Antiaging Doctor Hangzhou Holding LTD (“Dao Ling Doctor Hangzhou”) was incorporated as a wholly-owned subsidiary of Hong Kong Holding on November 13, 2023 under the laws of the People’s Republic of China, with its principal place of business situated in Xiaoshan District, Hangzhou, Zhejiang Province. |
| |
|
|
| |
|
Its business scope includes technology services, network and information security software development, information technology consulting services, artificial intelligence public service platform technology consulting services, artificial intelligence industry application system integration services, and big data services. Dao Ling Doctor Hangzhou’s primary business is to provide development, operation, and management services to domestic e-commerce platform companies, offering personalized marketing plans, promotional strategies, and charging brand usage fees for the "Dao Ling Doctor" brand. |
| |
|
|
| |
4. |
Dao Ling Doctor (Zhejiang) Health Management Limited (“Dao Ling Doctor Zhejiang”) was incorporated as a wholly-owned subsidiary of Dao Ling Doctor Hangzhou on November 30, 2023 under the laws of the People’s Republic of China, with its principal place of business situated in Hangzhou, Zhejiang Province. |
| |
|
|
| |
|
Its business scope includes food sales, online food sales, technical services, and the development of network and information security software. Dao Ling Doctor Zhejiang’s primary business involves providing professional technical development and maintenance services to distributors of the " Dao Ling Doctor " brand, and collecting technical service fees. |
| |
|
|
| |
5. |
Dao Ling Doctor (Huzhou) Health Management Limited ( “Dao Ling Doctor Huzhou”) was incorporated as a wholly-owned subsidiary of Dao Ling Doctor Hangzhou on December 6, 2023 under the laws of the People’s Republic of China, with its principal place of business situated in Huzhou, Zhejiang Province. |
Its
business scope includes health consulting services (excluding diagnosis and treatment services), network and information security software
development and big data services, and other services.
Currently,
there are no sales to report for Dao Ling Doctor Hangzhou, Dao Ling Doctor Zhejiang, or Dao Ling Doctor Huzhou as business operations
have yet to commence.
The
Company has recently expanded its operations and restructured its corporate framework. Consequently, this transition will eventually
shift the Company from being categorized as a shell company under 17 CFR § 240.12b-2 to an entity actively conducting business operations
through its subsidiaries.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
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.
January
3, 2024
| ANTIAGING
QUANTUM LIVING, Inc. |
|
| |
|
| |
/s/
Barry Wan |
|
| By:
|
Barry
Wan |
|
| Title:
|
President
|
|
Exhibit 3.3
Exhibit
3.4
Exhibit
3.5
Business
License (English translation)
(Copy)
Unified
Social Credit Code
91330109MAD4DW4J3T
Entity
Name Dao Ling Doctor Hangzhou
Company
Type Limited Liability Company (Sole proprietorship of Hong Kong, Macao, and Taiwan legal entities)
Legal
Representative Qi, Yipeng
Business
Scope General projects; Holding company services; technical services, technology development, technology consulting, technology exchange,
technology transfer, and technology promotion; Network and information security software development; Information technology consulting
services; Technical consulting services for artificial intelligence public service platforms; Artificial intelligence industry application
system integration services; Ticketing agency services; Big data services; Information consulting services (excluding licensed information
consulting services); Advertising production; Advertising design and agency; Advertising release; Internet sales (excluding the sale
of licensed goods); Wholesale of computer software, hardware, and auxiliary equipment; Retail of computer software, hardware, and auxiliary
equipment; Wholesale of cosmetics; Retail of cosmetics; Sales of personal hygiene products; Sales of household appliances; Furniture
sales; Wholesale of clothing and apparel; Retail of clothing and apparel; Wholesale of shoes and hats; Retail of shoes and hats; Luggage
sales; Sales of lighting fixtures; Sales of arts and crafts and ceremonial items (excluding ivory and its products); Gift flower sales;
Sales of electronic products; Sales of office supplies; Sales of office equipment; Sales of distribution switch control equipment; Retail
of stationery products; Wholesale of stationery supplies; Wholesale of sports goods and equipment; Retail of sports goods and equipment;
Sales of daily necessities; Sales of refrigeration and air conditioning equipment; Sales of intelligent on-board equipment; Sales of
wearable smart devices; Sales of daily masks (non medical); Sales of daily miscellaneous goods; Sales of IoT devices; Sales of hygiene
products and disposable medical supplies; Sales of musical instrument spare parts; Wholesale of musical instruments; Retail of musical
instruments; Sales of mother and baby products; Wholesale of hardware products; Retail of hardware products; Sales of labor protection
equipment; Clock sales; Sales of audio equipment; Retail of automotive spare parts; Sales of communication equipment; Sales of instruments
and meters; Sales of paper products; Wholesale of kitchenware, sanitary ware, and daily necessities; Wholesale of jewelry and jewelry;
Retail of jewelry and jewelry; Wholesale of pet food and supplies; Retail of pet food and supplies; Sales of animal husbandry and fishery
feed; Toy sales; Sales of Class I medical devices; Sales of rubber products; Sales of leather products; Sales of sanitary ceramic products;
Sales of sanitary ware; Sales of needle textiles; Sales of needle textiles and raw materials; Sales of lighting fixtures; Sales of building
materials; Sales of building decoration materials; Sales of communication equipment; Sales of photocopying and offset printing equipment;
Home goods sales; Glasses sales, etc
Scan
the QR code and log in to the National Enterprise Credit Information Publicity System to learn more about registration, filing, licensing,
and regulatory information
Registered
Capital One million USD
Date
of Incorporation November 13, 2023
Address
Room 1002, Floor 10, Building 1, Xiaoshankechuang Center, Beigan Street, Xiaoshan District, Hangzhou City, Zhejiang Province.
Registration
Bureau Xiaoshan District Market Supervision Administration of Hangzhou City
November
13, 2023
Exhibit
3.6
Business
License (English translation)
(Copy)
Unified
Social Credit Code
91330109MAD4EPLP7T(1/1)
Entity
Name Dao Ling Doctor Zhejiang
Company
Type Limited Liability Company (Sole proprietorship of legal entities invested or controlled by natural persons)
Legal
Representative Qi, Yipeng
Business
Scope Food sales; Food internet sales; Catering services (without producing smoke, odor, or exhaust gas) (For projects that require
approval according to law, business activities can only be carried out after approval by relevant departments. The specific business
projects are subject to the approval results). General project: Health consultation services (excluding diagnosis and treatment services);
Food sales (only selling pre packaged food); Food internet sales (only selling pre packaged food); Sales of health food (pre packaged);
Sales of formula foods for special medical purposes; Sales of infant formula milk powder and other infant formula foods; Sales of Class
II medical devices; Technical services, technology development, technology consulting, technology exchange, technology transfer, and
technology promotion; Remote health management services; Research and application of cell technology; Sales of health products (non food);
Network and information security software development; Information technology consulting services (excluding licensing consulting services);
Information system integration services; Sales of IoT devices; Advertising production; Advertising design and agency; Advertising release;
Wind power generation technology services; Wholesale of computer software, hardware, and auxiliary equipment; Retail of computer software,
hardware, and auxiliary equipment; Software development; Data processing and storage support services; Domestic trade agency; Purchasing
agency services; Sales of mother and baby products; Toy sales; Sales of daily necessities; Sales of daily miscellaneous goods; Wholesale
of daily necessities; Sales of daily necessities; Sales of daily masks (non medical); Sales of daily wooden products; Sales of daily
ceramic products; Wholesale of kitchenware, sanitary ware, and daily necessities; Retail of kitchenware, sanitary ware, and daily necessities;
Sales of personal hygiene products; Sales of sanitary ware; Sales of sanitary ceramic products; Sales of hygiene products and disposable
medical supplies; Sales of paper products; Wholesale of cosmetics; Retail of cosmetics; Sales of arts and crafts and ceremonial items
(excluding ivory and its products); Gift flower sales; Sales of electronic products; Sales of mobile communication equipment; Sales of
communication equipment; Sales of wearable smart devices; Sales of intelligent on-board equipment; Sales of household appliances; Furniture
sales; Furniture sales; Sales of refrigeration and air conditioning equipment; etc.
Scan the QR code and log in to the National Enterprise Credit Information Publicity System to learn more about registration, filing,
licensing, and regulatory information
Registered
Capital Ten million Yuan
Date
of Incorporation November 30, 2023
Address
Room 1002-2, Floor 10, Building 1, Xiaoshankechuang Center, Beigan Street, Xiaoshan District, Hangzhou City, Zhejiang Province.
Registration
Bureau Xiaoshan District Market Supervision Administration of Hangzhou City
November 30, 2023
Exhibit
3.7
Business
License (English translation)
(Copy)
Unified
Social Credit Code
91330522MAD6MU6142(1/1)
Entity
Name Dao Ling Doctor Huzhou
Company
Type Limited Liability Company (Sole proprietorship of legal entities invested or controlled by natural persons)
Legal
Representative Qi, Yipeng
Business
Scope General project; Health consultation services (excluding diagnosis and treatment services); Remote health management services;
Network and information security software development; Technical consulting services for artificial intelligence public service platforms;
Artificial intelligence industry application system integration services; Big data services; Information system integration services;
Sales of Internet of Things (IoT) devices; Advertising production; Advertising design and agency; Advertising release; Software development;
Data processing and storage support services; Wholesale of daily necessities; Sales of daily necessities; Sales of daily miscellaneous
goods; Sales of daily necessities; Wholesale of kitchenware, sanitary ware, and daily necessities; Retail of kitchenware, sanitary ware,
and daily necessities; Sales of labor protection equipment; Wholesale of clothing and apparel; Sales of clothing accessories; Sales of
needle textiles and raw materials; Needle textile sales (except for projects that require approval according to law, business activities
can be conducted independently based on the business license in accordance with the law)
Scan the QR code and log in to the National Enterprise Credit Information Publicity System to learn more about registration, filing,
licensing, and regulatory information
Registered
Capital One million Yuan
Date
of Incorporation December 6, 2023
Address
Room 609-7, Floor 6, Changxing World Trade Building A, No. 1278, Minigzhu Road, Kaifa District, Changxing County, Huhou City, Zhejiang
Province.
Registration
Bureau Changxing County Market Supervision Administration
February
6, 2023
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