**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**FORM 10-K/A**

**Amendment No. 1**

 

(Mark One)

 

| x      | **ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** |
|--------|------------------------------------------------------------------------------------------|
|        |                                                                                     |
|   | **For the year ended December 31, 2018**                                                 |

 

**OR**

 

| ** ̈** | **TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** |
|------------|----------------------------------------------------------------------------------------------|
|            |                                                                                         |
|       | **For the transition period from _____________ to _____________**                            |

 

Commission file number **333-173681**

 

| **Merion, Inc.**                                       |
|--------------------------------------------------------|
| (Exact name of registrant as specified in its charter) |

 

| **Nevada**                                                      |   | **5122**                                                  |   | **45-2898504**                        |
|-----------------------------------------------------------------|--------|-----------------------------------------------------------|--------|---------------------------------------|
| (State or Other Jurisdiction of

Incorporation or Organization) |   | (Primary Standard Industrial

Classification Code Number) |   | (I.R.S. Employer

Identification No.) |

 

| **100 N. Barranca St #1000**

**West Covina, CA** |   | **91791**  |
|---------------------------------------------------|--------|------------|
| (Address of principal executive offices)          |   | (Zip Code) |

 

Issuer’s telephone number: **(626) 331-7570**

 

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

 

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

 

**Common stock, par value $0.001 per share**

(Title of class)

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 o

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of 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. o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

| Large accelerated filer | o                       | Accelerated filer         | o |
|-------------------------|-------------------------|---------------------------|---|
| Non-accelerated filer   | o                       | Smaller reporting company | x |
|                         | Emerging growth company | o                         |

 

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.  ̈

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act.) Yes o No x

 

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold on the OTC markets on June 29, 2018, the last business day of the registrant’s most recently completed second fiscal quarter, was $73,010,617 based on 70,202,516 shares of common stock at the price of $1.04.

 

The number of outstanding shares of Registrant’s Common Stock, $0.001 par value, was 176,237,844 shares as of March 26, 2019.

  

    

 

**EXPLANTORY NOTE**

 

Merion, Inc., referred to in this report as “Merion,” “the Company,” “we,” “us,” and “our,” is filing this Amendment No. 1 on Form 10-K/A, or this Amendment, to its Annual Report on Form 10-K for the year ended December 31, 2018, originally filed on March 28, 2019, or the Original Report, for the sole purpose of amending Part II, Item 8, of the Original Report to include a Report Of Independent Registered Public Accounting Firm from Wei, Wei & Co., LLP, or the Auditor Report. The Auditor Report was inadvertently omitted from the Original Report. The Auditor Report does not change or alter, in any way, the financials included in the Original Report, and this Amendment does not alter, change, or affect any other provision of the Original Report.

 

In accordance with Rule 12b-15 under the Securities and Exchange Act of 1934, as amended, Item 8 of the Original Report is hereby amended and restated only with respect to the addition of the auditor report, and Part IV, Item 15 of the Original Report is hereby amended and restated only with respect to the addition of the new certifications by our principal executive officer and principal financial officer filed herewith. This Amendment does not amend or otherwise update any other information in the Original Report. Accordingly, this Amendment should be read in conjunction with the Original Report and with our filings with the Securities and Exchange Commission subsequent to the Original Report.

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**PART II**

 

**Item 8. Financial Statements**

 

**REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**

 

The Board of Directors and Stockholders of Merion, Inc.

 

**Opinion on the Financial Statements**

 

We have audited the accompanying balance sheets of Merion, Inc. (the “Company”) as of December 31, 2018 and 2017, and the related statements of operations, changes in shareholders’ deficit, and cash flows for each of the years in the two-year period ended December 31, 2018, and the related notes (collectively referred to as the financial statements).  In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2018 and 2017, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2018, in conformity with accounting principles generally accepted in the United States of America.

 

**Basis for Opinion**

 

These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on the Company’s financial statements based on our audits.  We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.  Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.  Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.  We believe that our audits provide a reasonable basis for our opinion.

 

**Emphasis of Matter – Going Concern**

 

The accompanying financial statements have been prepared assuming that Merion, Inc. will continue as a going concern.  As more fully described in Note 2 to the financial statements, the Company reported net losses of approximately $3,147,000 for the year ended December 31, 2018.  At December 31, 2018, the Company has a significant working capital deficiency of approximately $6,794,000, a shareholders’ deficit of approximately $6,403,000 and has had to rely on additional borrowings to continue its operations.  These conditions raise substantial doubt about the Company’s ability to continue as a going concern.  Management’s plans in regards to these matters are also described in Note 2 to the financial statements.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.  Our opinion is not modified with respect to this matter.

 

*/s/ Wei, Wei & Co., LLP*

We have served as the Company’s auditor since 2017.

 

Flushing, New York

March 28, 2019

   3  

 

**PART IV**

 

**Item 15. Exhibits**

 

| **Exhibit No.** |   | **Document Description**                                                                                                                                                             |
|-----------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                 |        |                                                                                                                                                                                 |
| 31.1            |        | CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO RULE 13A-14(A) AND RULE 15D-14(A) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED                |
|                 |        |                                                                                                                                                                                 |
| 32.1 *          |   | CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002.  |

__________

* This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 of the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.

   4  

 

**SIGNATURES**

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

**Merion, Inc.,**

a Nevada corporation

 

| **Title**                   |   | **Name**      |   | **Date**       |   | **Signature**       |
|-----------------------------|--------|---------------|--------|----------------|--------|---------------------|
|                             |        |               |        |                |        |                |
| Principal Executive Officer |   | Ding Hua Wang |   | March 29, 2019 |   | */s/ Ding Hua Wang* |

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

 

| **SIGNATURE**       |   | **NAME**      |   | **TITLE**                                  |   | **DATE**       |
|---------------------|--------|---------------|--------|--------------------------------------------|--------|----------------|
|                |        |               |        |                                            |        |           |
| */s/ Ding Hua Wang* |   | Ding Hua Wang |   | Principal Executive Officer,               |   | March 29, 2019 |
|                     |        |               |   | Principal Financial Officer,               |        |                |
|                     |        |               |   | Principal Accounting Officer

and Director |        |                |
|                |        |               |        |                                            |        |           |
| */s/ Xun Zhang*     |   | Xun Zhang     |   | Director                                   |   | March 29, 2019 |

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